COPELAND COMPANIES
13F-NT, 2000-02-14
ASSET-BACKED SECURITIES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 13F

                               Form 13F COVER PAGE

Report for the Calendar Year or Quarter Ended: December 31, 1999

Check here if Amendment [  ]; Amendment Number: ____
    This Amendment (Check only one.): [  ] is a restatement.
                                      [  ] adds new holdings entries.

Institutional Investment Manager Filing this Report:

Name:      The Copeland Companies
Address:   Two Tower Center
           East Brunswick, New Jersey 08816

Form 13F File Number:              28-4682

The institutional investment manager filing this report and the person by whom
it is signed hereby represent that the person signing the report is authorized
to submit it, that all information contained herein is true, correct and
complete, and that it is understood that all required items, statements,
schedules, lists, and tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:

Name:      Paul S. Feinberg
Title:     Senior Vice President - General Counsel
Phone:     (732) 514-2011

Signature, Place, and Date of Signing:

/s/ Paul S. Feinberg     East Brunswick, New Jersey    February 14, 2000
- ---------------------

Report Type (Check only one.):

[ ]   13F HOLDINGS REPORT. (Check here if all holdings of this reporting
      manager are reported in this report.)

[X]   13F NOTICE. (Check here if no holdings reported are in this report,
      and all holdings are reported by other reporting manager(s).)

[ ]   13F COMBINATION REPORT. (Check here if a portion of the holdings for
      this reporting manager are reported in this report and a portion are
      reported by other reporting manager(s).)

List of Other Managers Reporting for this Manager:

Form 13F File Number 28-2427
Name:  Citigroup Inc.



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