UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Evercel, Inc.
________________________________________________________________________________
(Name of Issuer)
Common Stock, par value $.01 per share
________________________________________________________________________________
(Title of Class of Securities)
299759 10 0
________________________________________________________________________________
(CUSIP Number)
February 22, 1999
________________________________________________________________________________
(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 the 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).
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CUSIP No. 299759 10 0 Page 2 of 5 Pages
_____________________ _________________
1 Name of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)
James D. Gerson
________________________________________________________________________________
2 Check the Appropriate Box if a Member of a Group (a) __
(See Instructions) (b) __
N/A
________________________________________________________________________________
3 SEC Use Only
________________________________________________________________________________
4 Citizenship or Place of Organization
U.S.
________________________________________________________________________________
5 Sole Voting Power
Number of 181,715 shares, 6.5%
Shares ____________________________________________________
Beneficially
Owned by 6 Shared Voting Power
Each
Reporting 10,532 shares, 0.4%
Person ____________________________________________________
With
7 Sole Dispositive Power
181,715 shares, 6.5%
____________________________________________________
8 Shared Dispositive Power
10,532 shares, 0.4%
________________________________________________________________________________
9 Aggregate Amount Beneficially Owned by Each Reporting Person
216,515 shares
________________________________________________________________________________
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares ___
________________________________________________________________________________
11 Percent of Class Represented by Amount in Row 9
7.8%
________________________________________________________________________________
12 Type of Reporting Person (See Instructions)
IN
________________________________________________________________________________
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Item 1.
(a) Name of Issuer
Evercel, Inc.
(b) Address of Issuer's Principal Executive Offices
3 Great Pasture Road
Danbury, Connecticut 06813
Item 2.
(a) Name of Person Filing
James D. Gerson
(b) Address of Principal Business Office or, if none, Residence
c/o Fahnestock and Co.
780 3rd Avenue
New York, New York 10017
(c) Citizenship
U.S.
(d) Title of Class of Securities
Common Stock, par value $.01 per share
(e) CUSIP Number
299759 10 0
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a:
Not applicable.
Item 4. Ownership
As of February 22, 1999, the reporting person was the "beneficial
owner" (as defined in Rule 13d-3 of Regulation 13D-G under the Securities
Exchange Act of 1934 (the "Exchange Act")) of over five percent of the
outstanding shares of Common Stock of Evercel, Inc. Evercel,
Page 3 of 5
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Inc. granted to its shareholders on February 22, 1999 transferable
subscription rights ("Rights") to acquire one additional share of Common Stock
for each share held on such date.
(a) Amount beneficially owned
216,515 shares of Common Stock, including (i) 52,711 shares
which may be acquired within 60 days by the reporting person
pursuant to the exercise of outstanding Rights granted to him,
(ii) 76,293 shares which may be acquired within 60 days by the
reporting person pursuant to the exercise of outstanding
Rights to be acquired by him by contract, (iii) 12,133 shares
held by the reporting person's wife as custodian for two minor
children, (iv) 12,133 shares which may be acquired within 60
days by the reporting person's wife as custodian for two minor
children pursuant to the exercise of outstanding Rights, (v)
5,266 shares held by a private foundation, of which the
reporting person is President and a Director, and (vi) 5,266
shares which may be acquired within 60 days by such private
foundation pursuant to the exercise of outstanding Rights.
The reporting person disclaims beneficial ownership of the
24,266 shares beneficially owned by the reporting person's
wife and the 10,532 shares beneficially owned by the private
foundation. In accordance with Rule 13d-4 under the Exchange
Act, the filing of this Schedule 13G shall not be construed as
an admission that the reporting person is, for the purposes of
Section 13(d) or 13(g) of the Exchange Act, the beneficial
owner of any of the shares held by the reporting person's wife
or the shares held by the private foundation.
(b) Percent of class
7.8% of the approximately 2,778,000 outstanding shares of
Common Stock (including the issuance of 1,389,000 additional shares of Common
Stock pursuant to the Rights offering, which is subject to a firm commitment
underwriting for all shares of Common Stock underlying all Rights granted).
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
181,715 shares
(ii) Shared power to vote or to direct the vote
10,532 shares
(iii) Sole power to dispose or to direct the disposition of
181,715 shares
Page 4 of 5
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(iv) Shared power to dispose or to direct the disposition of
10,532 shares
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
As described above in Item 4(a), 24,266 shares are beneficially owned
by the reporting person's wife as custodian for two minor children and 10,532
shares are beneficially owned by a private foundation. Such shares are subject
to the rights of others to receive or direct the receipt of dividends from, or
proceeds from the sale of, such shares.
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. Certifications
Not applicable.
Page 5 of 5
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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.
Date: February 25, 1999
/s/ James D. Gerson
___________________
James D. Gerson
