BEAR STEARNS & CO INC /NY/
SC 13D/A, 1996-09-24
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              	     SECURITIES AND EXCHANGE COMMISSION
 			                      Washington, DC 20549


                        				SCHEDULE 13D
		             Under the Securities Exchange Act of 1934


                  		    (Amendment No. 1 )*

               			  Castech Aluminum Group, Inc.
			                     (Name of Issuer)
				                      Common Stock
			              (Title of Class of Securities)

                     				  148380108
			                     	(CUSIP Number)

     	       Charles A. Nalbone, Bear, Stearns & Co. Inc.
	            115 South Jefferson Road, Whippany, NJ 07981
 			                     (201) 739-2202
           		(Name, Address and Telephone Number of Person 
	           	Authorized to Receive Notices and Communications)

                      				September 23, 1996
       	(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 this 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:  When filing this statement, in paper format, six copies of 
this statement, including exhibits, should be filed with the Commission.  
See Rule 13d-1(a) for other parties to whom copies are to be sent.


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CUSIP NO.  148380108                            

                            				13D


       	NAME OF REPORTING PERSON
       	S.S. OR I.R.S. NOTIFICATION NO. OF ABOVE PERSON:
1       BEAR, STEARNS & CO. INC.
       	IRS #13-3299429

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
                                           								(a) [  ] 
						                                           		(b) [  ]
3       SEC USE ONLY

4       SOURCE OF FUNDS*:
       	WC,PF
	
5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 
	       ITEMS 2(d)(e):
								                                               [   ]
6       CITIZENSHIP OR PLACE OF ORGANIZATION:
       	Delaware        
	
                 		7       SOLE VOTING POWER:   

                               		 	0 
	
	                 	8       SHARED VOTING POWER:            

                               			 0                 
	
	                 	9       SOLE DISPOSITIVE POWER:         

                               			 0 
	
	                	10      SHARED DISPOSITIVE POWER:

                               			 0
	
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	                               		 0

12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN 
       	SHARES*: 
                                             								  [  ]    

13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):                     
                             		   	0.0
	
14      TYPE OF REPORTING PERSON*:
	       BD              

               			See Instructions Before Filling Out!    





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                   			Schedule 13D Amendment No. 1


     This statement constitutes Amendment No. 1 to the statement on Schedule 13D
(the "Schedule 13D") filed with the Securities and Exchange Commission by Bear, 
Stearns & Co. Inc. ("Bear Stearns") with respect to its ownership of Castech 
Aluminum Group, Inc. (the "Issuer").  

Item 3:  Source and Amount of Funds or Other Consideration

         Not Applicable  	

Item 5:  Interest in Securities of the Issuer (as of 9/23/96)

	(a)	The responses of Bear Stearns to Rows (11) through (13) of the
   		cover page of this Amendment No. 1 to Schedule 13D are
	   	incorporated herein by reference.  To the best of Bear Stearns'
	   	knowledge, none of its executive officers or directors
	   	beneficially own any Common Stock of the Issuer.

	(b)	The responses of Bear Stearns to Rows (7) through (10) of the
   		cover page of this Amendment No. 1 to Schedule 13D are
    	incorporated herein by reference.

	(c)	Since the date of its initial filing on Schedule 13D, Bear
   		Stearns has not effected transactions in the Common Stock of the
	   	Issuer.  The details of the exchange is set forth on Appendix I
     attached hereto.
  
	(d)	Not Applicable.

 (e) On September 23, 1996, Castech Aluminum Group, Inc. made a tender offer
     to shareholders of $20.50 per share.  Accordingly, Bear Stearns exchanged
     their holdings for cash and ceased to be the benefical owner of more than
     five percent of the Common Stock of the Issuer on September 23, 1996. 
		





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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:  September 25, 1996                         BEAR, STEARNS & CO. INC.


                                           					By:    /s/
					                                             	Barry Cohen
				                                             		Senior Managing Director


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                            APPENDIX I                                          
                            BEAR, STEARNS & CO. INC.


                            Castech Aluminum Group, Inc.

Date     Quantity     Description                Tender Price  Amount Received

9/23/96  525,300      Castech Aluminum Grp., Inc.     20.50     10,768,650.00

                            (Various Discretionary Accounts)
                            (Aggregate Transactions)

9/23/96  162,000      Castech Aluminum Grp., Inc.     20.50     3,321,000.00  









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