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. 2)*
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).
1 of 6
<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
60,100
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
- 0 -
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
60,100
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
60,100
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.5%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
BD
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
2 of 6
<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
60,100
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
- 0 -
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
60,100
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
60,100
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.5%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
3 of 6
<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. 2 to the Schedule 13G as follows:
ITEM 4. OWNERSHIP.
Item 4 is hereby supplemented by the addition of the following:
(a) Amount beneficially owned:
60,100
(b) Percent of class:
9.5% (based on the 633,316 shares of
Preferred Stock outstanding as of December 31, 1995,
as reported in the Proxy
Statement of the Company dated March 24,
1995.)
(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
60,100
(iii) sole power to dispose or to direct
the disposition of
- 0 -
(iv) shared power to dispose or to direct
the disposition of
60,100
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 60,100 shares of Preferred Stock held by D.E.
Shaw, constituting 9.5% of the outstanding shares of Preferred Stock and,
therefore, David Shaw may be deemed to be the beneficial owner of such shares.
David Shaw disclaims beneficial ownership of such 60,100 shares.
4 of 6
<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. 2 to the Schedule 13G is filed by David E. Shaw
and D.E. Shaw, a Delaware limited partnership, with respect to the 60,100
shares of Preferred Stock held by D.E. Shaw at December 31, 1995. 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.
5 of 6
<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.
March 27, 1996
(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)
6 of 6
