HUMMINGBIRD COMMUNICATIONS LTD
SC 13G, 1997-02-24
PREPACKAGED SOFTWARE
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G

            INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
                   UNDER THE SECURITIES EXCHANGE ACT OF 1934

                        HUMMINGBIRD COMMUNICATIONS LTD.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                    44544R10
                                 (CUSIP Number)

    Check the following box if a fee is being paid with this statement |X|.

                               Page 1 of 7 Pages

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                                                                    SCHEDULE 13G

CUSIP No. 6                                                    Page 2 of 7 Pages

        1)      NAME OF REPORTING PERSON
                S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                T. A. L . Investment Counsel Ltd.
- --------------------------------------------------------------------------------
        2)      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a)   |_|
                                                                     (b)   |_|
- --------------------------------------------------------------------------------
        3)      SEC USE ONLY

- --------------------------------------------------------------------------------
        4)      CITIZENSHIP OR PLACE OF ORGANIZATION

                Canada
- --------------------------------------------------------------------------------
                         5)      SOLE VOTING POWER
                                 677,075 shares of Common Stock
        NUMBER           -------------------------------------------------------
        OF               6)      SHARED VOTING POWER
        SHARES                   Not applicable
        BENEFICIALLY     -------------------------------------------------------
        OWNED BY         7)      SOLE DISPOSITIVE POWER
        EACH                     772,900 shares of Common Stock
        REPORTING       -------------------------------------------------------
        PERSON           8)      SHARED DISPOSITIVE POWER
        WITH                     Not applicable

- --------------------------------------------------------------------------------
        9)      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                773,500 shares of Common Stock
- --------------------------------------------------------------------------------
       10)      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
                SHARES                                                  |_|

- --------------------------------------------------------------------------------
       11)      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.62%
- --------------------------------------------------------------------------------
       12)      TYPE OF REPORTING PERSON

                          IA
- --------------------------------------------------------------------------------

                                      -2-
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                                 Schedule 13G


        ITEM 1(A).  NAME OF ISSUER:
 
                    Hummingbird Communications Ltd.

        ITEM 1(B).  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

                    1 Sparks Avenue
                    North York, Ontario
                    M2H 2W1

        ITEM 2(A).  NAME OF PERSON FILING:

                    T.A.L. Investment Counsel Ltd.

        ITEM 2(B).  ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

                    The principal business office is 1000 de la Gauchetiere
                    West, Suite 3100, Montreal, Quebec, Canada H3B 4W5

        ITEM 2(C).  CITIZENSHIP:

                    Canada

        ITEM 2(D).  TITLE OF CLASS OF SECURITIES:

                    Common Stock

        ITEM 2(e).  CUSIP NUMBER:

                    44544R10

        ITEM 3.     IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-l(b), OR
                    13d-2(b), CHECK WHETHER THE PERSON FILING IS A: 

                    (e) |X| Investment Adviser registered under Section 203 of
                            the Investment Advisers Act of 1940 

        ITEM 4.     OWNERSHIP. 

                    (a) Amount beneficially owned: 773,500 shares of Common 
                        Stock 

                    (b) percent of class: 5.62%

                    (c) Number of shares as to which such person has:

                                      -3-

<PAGE>

                    (i)      Sole power to vote or to direct the vote: 677,075 
                             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: 772,900 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.

                    Not applicable

        ITEM 6.     OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER 
                    PERSON.

                    Various persons have the right to receive or the power to
                    direct the receipt of dividends from, or the proceeds from
                    the sale of, the common stock of Hummingbird Communications
                    Ltd. No one person's interest in the common stock of 
                    Hummingbird Communications Ltd. in more than five percent 
                    of the total outstanding 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.

                    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 purpose or effect.

                                      -4-


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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 Schedule 13G in connection with
T.A.L. Investment Counsel Ltd.'s beneficial ownership of the common stock of
Hummingbird Communications Ltd. at December 31, 1996 is true, complete and 
correct. 

Date: February 13, 1997

                                                  T.A.L. INVESTMENT COUNSEL LTD.


                                                  /s/ Assunta Di Lorenzo
                                                  ----------------------
                                                  By: Assunta Di Lorenzo 
                                                      Legal Counsel and 
                                                      Corporate Secretary

                                      -5-



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