UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

Amendment No.:  3

Name of Issuer:  Harcor Energy, Inc.

Title of Class of Securities:  Common Stock, $.10 par value

CUSIP Number:  411628209

          (Name, Address and Telephone Number of Person
       Authorized To Receive Notices and Communications)  

 John Zoraian, c/o Atticus Holdings, L.L.C., 590 Madison Avenue,
      32nd Floor, New York, New York 10022; (212) 829-8100

     (Date of Event which Requires Filing of this Statement)

                        December 30, 1997

If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [   ].

Note: Six copies of this statement, including all exhibits,
should be filed with the Commission.  See Rule 13d-1(a) for other
parties to whom copies are to be sent.

*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).





CUSIP No.: 411628209

1.  Name of Reporting Person
    S.S. or I.R.S. Identification No. of Above Person

         Timothy R. Barakett

2.  Check the Appropriate Box if a Member of a Group

         a.   
         b.   

3.  SEC Use Only

4.  Source of Funds

         WC

5.  Check if Disclosure of Legal Proceedings is Required Pursuant
    to Items 2(d) or 2(e)

6.  Citizenship or Place of Organization

         Canada

Number of Shares Beneficially Owned by Each Reporting Person
With:

7.  Sole Voting Power:

         1,046,600

8.  Shared Voting Power:

         

9.  Sole Dispositive Power:

         1,046,600

10. Shared Dispositive Power:

         

11. Aggregate Amount Beneficially Owned by Each Reporting Person

         1,046,600

12. Check Box if the Aggregate Amount in Row (11) Excludes
    Certain Shares



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13. Percent of Class Represented by Amount in Row (11)

         6.43%

14. Type of Reporting Person

         IN














































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The purpose of this Amendment No. 3 to the previously filed
Schedule 13D is to report that the ownership of Timothy R.
Barakett (the "Reporting Person") in the Common Stock, $.10 par
value (the "Shares"), of Harcor Energy, Inc. (the "Issuer") has
decreased from 8.50% to 6.43% of the Shares outstanding.  All
capitalized terms not defined herein have the definitions given
them in the original Schedule 13D.

Item 1.  Security and Issuer

         No change.

Item 2.  Identity and Background

         No change.

Item 3.  Source and Amount of Funds or Other Consideration

         As of the date hereof, the Reporting Person is deemed to
         beneficially own 1,046,600 Shares.  All 1,046,600 Shares
         are held by either the Partnership, the International
         Fund or the managed accounts.  All the Shares were
         purchased in open market transactions.  The Shares were
         purchased for an aggregate purchase price of
         $5,936,446.99.  The funds for the purchase of the Shares
         held in the Partnership, the International Fund or the
         managed accounts have come from the working capital of
         the Partnership, the International Fund or the managed
         accounts.  The working capital of these entities
         includes the proceeds of margin loans entered into in
         the ordinary course of business with Bear, Stearns &
         Co., Inc., such loans being secured by the securities
         owned by them. 

Item 4.  Purpose of Transactions

         No change.

Item 5.  Interest in Securities of Issuer

         As of the date hereof, the Reporting Person is deemed to
         be the beneficial owner of 1,046,600 Shares.  Based on
         the Issuer's filing on Form 10-Q on November 14, 1997,
         as of November 14, 1997 there were 16,268,387 Shares
         outstanding.  Therefore, the Reporting Person may be
         deemed to beneficially own 6.43% of the outstanding
         Shares.  None of the Partnership, the International Fund
         or any of the managed accounts by itself owns greater
         than 5% of the outstanding Shares.  The Reporting Person
         has the power to vote, direct the vote, dispose of or
         direct the disposition of all the Shares that he is


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         deemed to beneficially own.  All transactions in the
         Shares effected by the Reporting Person during the sixty
         days prior to December 30, 1997 through the date of this
         filing were effected in open-market transactions and are
         set forth in Exhibit A hereto.

Item 6.  Contracts, Arrangements, Understandings or
         Relationships with Respect to Securities of the Issuer

         No change.

Item 7.  Material to be Filed as Exhibits

         A description of the transactions in the Shares
         that were effected by the Reporting Person during
         the sixty days prior to December 30, 1997 through
         the date of this filing is set forth in Exhibit A
         hereto.



































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         Signature

         The undersigned, after reasonable inquiry and to

the best of his knowledge and belief, certifies that the

information set forth in this statement is true, complete

and correct.



                                 /s/ Timothy R. Barakett
                                 _____________________________
                                 Timothy R. Barakett


January 9, 1998



































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02090003.AE7





                                                        Exhibit A


                    SCHEDULE OF TRANSACTIONS

                                          Price Per Share
  Date     Shares Purchased or (Sold) (excluding commission)
  ____      ________________________     _________________

10/31/97             10,000                    $4.2163
11/07/97              1,000                     4.1125
11/24/97           (121,000)                    2.8874
11/25/97            (51,200)                    2.8931
11/25/97            (68,800)                    2.8934
12/30/97           (150,000)                    1.6249
12/31/97            (50,000)                    1.6246

































02090003.AE7