SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
SCHEDULE 13G
________________
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Sequa Corporation
(NAME OF ISSUER)
$5 Cumulative Convertible Preferred Stock
(TITLE OF CLASS OF SECURITIES)
817320 30 2
(CUSIP NUMBER)
Check the following box if a fee is being paid with this
statement. [ ]
(A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
__________________
* 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).
<PAGE>
13G
CUSIP No. 817320 30 2
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
D.E. Shaw Investments, L.P.
13-3470777
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
- 0 -
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
88,600
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
- 0 -
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
88,600
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
88,600
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
14.0%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
BD
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13G
CUSIP No. 817320 30 2
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
David E. Shaw
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
- 0 -
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
88,600
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
- 0 -
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
88,600
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
88,600
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
14.0%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
The Schedule 13G initially filed for the year ended
December 31, 1993 of (i) D.E. Shaw Investments, L.P. ("D.E.
Shaw") and (ii) David E. Shaw relating to the $5 Cumulative
Convertible Preferred Stock ("Preferred Stock") issued by Sequa
Corporation (the "Company") is hereby amended by this Amendment
No. 1 to the Schedule 13G as follows:
ITEM 4. OWNERSHIP.
Item 4 is hereby supplemented by the addition of the
following:
(a) Amount beneficially owned:
88,600
(b) Percent of class:
14.0% (based on the 632,883 shares of
Preferred Stock outstanding as of December
31, 1994, as stated by the Company.)
(c) Number of shares as to which such person
has:
(i) Sole power to vote or to direct the
vote
- 0 -
(ii) shared power to vote or to direct the
vote
88,600
(iii) sole power to dispose or to direct
the disposition of
- 0 -
(iv) shared power to dispose or to direct
the disposition of
88,600
By virtue of David Shaw's positions as President and
sole shareholder of D.E. Shaw & Co., Inc., the general partner of
D.E. Shaw & Co., L.P., the general partner of D.E. Shaw, David
Shaw may be deemed to have the shared power to vote or direct the
vote of, and the shared power to dispose or direct the
disposition of, the 88,600 shares of Preferred Stock held by D.E.
Shaw, constituting 14.0% of the outstanding shares and,
therefore, David Shaw may be deemed to be the beneficial owner of
such shares. David Shaw disclaims beneficial ownership of such
88,600 shares.
<PAGE>
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
Item 6 is hereby supplemented by the addition of the
following:
This Amendment No. 1 to the Schedule 13G is filed by
David E. Shaw and D.E. Shaw, a Delaware limited partnership, with
respect to the 88,600 shares of Preferred Stock held by D.E. Shaw
at December 31, 1994. Each limited and general partner of D.E.
Shaw has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, such
securities. No such partner has any such right with respect to
more than five percent of the Preferred Stock.
<PAGE>
ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-
1(b))
By signing below D.E. Shaw Investments, L.P. and
David E. Shaw certify that, to the best of their knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business, were not acquired for the purpose of
and do not have the effect of changing or influencing the control
of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes 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.
February 13, 1995
(Date)
D.E. SHAW INVESTMENTS, L.P.
By: D.E. SHAW & CO., L.P.
General Partner
By: /s/ Stuart Steckler
(Signature)
Stuart Steckler/
Managing Director
(Name/Title)
DAVID E. SHAW
/s/ DAVID E. SHAW
(Signature)
