COMPUTALOG LTD
SC 13G, 1999-05-18
OIL & GAS FIELD SERVICES, NEC
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                              (Amendment No. One)*

                                 Computalog Ltd.
                                (Name of Issuer)

                                  Common Shares
                         (Title of Class of Securities)

                                    204908305
                                 (CUSIP Number)

     May 12,  1999 -  Previous  Schedule  13G  filings  were  made on  behalf of
Bluewater  Investment  Management  Inc.  ("Bluewater")  by  Mackenzie  Financial
Corporation  Inc.  ("Mackenzie")  because  Mackezie was the beneficial owner (as
defined under the Securities Exchange Act of 1934) of the two investment company
portfolios managed by Bluewater. Themost recent filing by Mackenzie was February
12, 1998. As of July 22, 1998, Bluewater became the beneficial owner (as defined
under  the  Securities  Exchange  Act of 1934) of these two  investment  company
portfolios.

             (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)
       [x ]  Rule 13d-1(c)
       [  ]  Rule 13d-1(d)

*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 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 ("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).

(1)    Names of Reporting Persons
       I.R.S. Identification Nos. of Above Persons (Entities Only)


       Bluewater  Investment  Management  Inc.     
(2)    Check the Appropriate Box if a Member of a Group

       (a)        [ ]
       (b)        [x]


(3)    SEC Use Only



(4)    Citizenship or Place of Organization

       Toronto,  Ontario  Canada                   

Number of                  (5)      Sole Voting Power
Shares                              1,318,400
Benefici-                  (6)      Shared Voting Power
ally Owned                          Nil
by Each                    (7)      Sole Dispositive Power
Reporting                           1,318,400
Person With                (8)      Shared Dispositive Power
                                    Nil 

(9)    Aggregate Amount Beneficially Owned by Each Reporting Person

                                    1,318,400

(10)   Check if the Aggregate Amount in Row (9) Excludes
       Certain Shares               
                                    [  ]



(11)   Percent of Class Represented by Amount in Row 9

 
                                   10.2%
<PAGE>

(12)   Type of Reporting Person

                                     IA

                                                               Item 1(a)
Name of Issuer:            Computalog  Ltd.

                                                               Item 1(b)

Address of Issuer's Principal Executive Offices:

                           2000,  530  8th  Avenue  S.W.
                           Calgary,  Alberta
                           Canada
                           T2P  3S8

                                                               Item 2(a)

Name of Person Filing:
                           Bluewater  Investment  Management  Inc.


                                                               Item 2(b)

Address of Principal Business Office:
                           Suite  1502,  Box  63
                           150  King  Street  West
                           Toronto,  Ontario
                           Canada
                           M5H  1J9

                                                               Item 2(c)

Citizenship:               Organized  in  Toronto,  Ontario,  Canada

                                                               Item 2(d)

Title of Class of Securities:
                           Common  Stock
                                                               Item 2(e)
CUSIP Number:
                          204908305
                                                                Item 3

If this  statement is filed pursuant to Rules 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 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)      [X ] 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.[x]

                                                                Item 4
Ownership.

       (a)      Amount Beneficially Owned:

                1,318,400

       (b)      Percent of Class:

                10.2%

<PAGE>

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

 (i)    Sole power to vote or to direct the vote:                 1,318,400
 (ii)   Shared power to vote or to direct the vote:                  Nil
 (iii)  Sole power to dispose or to direct the disposition of:    1,318,400
 (iv)   Shared power to dispose or to direct the disposition of:     Nil


                                                                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

Several accounts managed by Bluewater Investment  Management Inc. have the right
to receive dividends and the proceeds from the sale of these securities, none of
which own more than 5% of the common stock of Computalog Ltd.,  except Universal
Canadian Growth Fund, a Canadian mutual fund


                                                                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 not  acquired  and are not held for the
purpose of or with the effect of  changing  or  influencing  the  control of the
issuer of the  securities  and were not acquired and are not held in  connection
with or as a participant in any transaction having that purpose or effect.

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.

Date:                  May  17,   1999


Signature:             /s/ DINA DEGEER

Name/Title:            Dina  DeGeer


                   Attention:  Intentional misstatements or omissions of fact
                   constitute Federal criminal violations (See 18 U.S.C. 1001).



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