<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
CET ENVIRONMENTAL SERVICES, INC.
-----------------------------------
(Name of Issuer)
Common Stock, No Par Value
-----------------------------
(Title of Class of Securities)
125180 10 9
--------------
(CUSIP Number)
-------------------------------------------------------
(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 on 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 (the "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).
<PAGE>
SCHEDULE 13G
CUSIP No. 125180 10 9
1 NAME OF REPORTING PERSON
Douglas W. Cotton
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ---
Not applicable (b) ---
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
Number of Shares Beneficially Owned by Each Reporting Person With
5 SOLE VOTING POWER
632,414
6 SHARED VOTING POWER
5,900
7 SOLE DISPOSITIVE POWER
632,414
8 SHARED DISPOSITIVE POWER
5,900
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
638,314
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
(See Instructions)
Not applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.2%
12 TYPE OF REPORTING PERSON (See Instructions)
IN
2
<PAGE>
Item 1.
(a) Name of Issuer: CET Environmental Services, Inc.
(b) Address of Issuer's Principal Executive Offices:
7032 South Revere Parkway
Englewood, Colorado 80112
Item 2.
(a) Name of Person Filing: Douglas W. Cotton
(b) Address of Principal Business Office:
14761 Bentley Circle
Tustin, California 92680
(c) Citizenship: USA
(d) Title of Class of Securities: Common Stock, no par value
(e) CUSIP No.: 125180 10 9
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b),
check whether the person filing is a:
Not applicable.
Item 4. Ownership.
(a) Amount Beneficially Owned: 638,314
(b) Percent of Class: 10.2%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 632,414 *
(ii) shared power to vote or to direct the vote: 5,900
(iii) sole power to dispose or to direct the
disposition of: 632,414 *
(iv) shared power to dispose or to direct the
disposition of: 5,900
______________
* Represents 1,900 shares held jointly with Mr. Cotton's wife, and 4,000
shares underlying options held by Mr. Cotton's wife which are exercisable
within 60 days.
3
<PAGE>
<PAGE>
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.
Not applicable.
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.
Not applicable.
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: January 29, 2000 /s/ Douglas W. Cotton
Douglas W. Cotton
4
