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File No. 28-671
_______________________________________________________________________________
Securities and Exchange Commission
Washington, DC 20549
Form 13-F
___________________________________
Information Required of Institutional Investment
Managers Pursuant to Section 13(f) of the Securities
Exchange Act of 1934 and Rules Thereunder
Report for Calendar Year or Quarter Ended March 31, 1999
___________________________________
If amended report check here:____
BAKER, FENTRESS & COMPANY
(Name of institutional investment manager)
200 West Madison Street, Suite 3510
Chicago, Illinois 60606
(Business address)
James P. Koeneman, 312/236-9190
Executive Vice President & Secretary
(Person duly authorized to submit this report)
___________________________________
The institutional investment manager submitting this form and its attachments
and the person by whom it is signed represent hereby that all information
contained therein is true, correct and complete. It is understood that all
required items, statements and schedules are considered integral parts of this
form and that the submission of any amendment represents that all unamended
items, statements and schedules remain true, correct and complete as previously
submitted.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
undersigned institutional investment manager has caused this report to be signed
on its behalf in the City of Chicago and State of Illinois on this 28th day of
April, 1999
BAKER, FENTRESS & COMPANY
/s/ James P. Koeneman
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James P. Koeneman
Executive Vice President & Secretary
Name and 13-F file numbers of all institutional investment managers with respect
to which this schedule is filed (other than the one filing this report): None
________________________________________________________________________________
Page 1 of 3 pages
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As of September 30, 1998
FORM 13F
(SEC USE ONLY)
Page 2 of 3 Name of Reporting Manager: Baker, Fentress & Company
File Number: 28-671
Additional securities over which Baker, Fentress & Company exercises investment
discretion are being reported by John A. Levin & Co., Inc. (13-f File #28-1944).
Baker Fentress has completed Form 13-F with respect to securities not otherwise
reported.
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As of March 31, 1999
H:\13F\[13FMAR.XLS]report
FORM 13-F
(SEC USE ONLY)
Page 3 of 3 Name of Reporting Manager: Baker, Fentress & Company File No. 28-671
Item 8
Item 5 Item 6 Voting
Item 2 Item 3 Item 4 Shares or Investment Authority
Item 1 Title of Cusip Fair Mkt Principal Discretion (shares)
Name of Issuer Class Number Value Amount (a) Sole * (a) Sole *
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<S> <C> <C> <C> <C> <C> <C>
PARACELSUS HEALTHCARE CORP COM 698891 10 8 588,987 535,443 535,443 535,443
CONSOLIDATED TOMOKA LD CO COM 210226 10 6 68,750,000 5,000,000 5,000,000 5,000,000
CITADEL COMMUNICATIONS CORP COM 172853 20 2 61,163,727 1,839,511 1,839,511 1,839,511
Column total 130,502,714
Aggregate total 130,502,714
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*Items 6(b), 7, 8(b), and 8(c) are omitted because no information is required
under them. Baker, Fentress & Company is the sole manager, with sole investment
discretion and sole voting authority over the securities.
