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

                          SCHEDULE 13D

            Under the Securities Exchange Act of 1934
                       (Amendment No. 1)*

              The Western Company of North America
                        (Name of Issuer)

             Common Stock, par value $.10 per share
                 (Title of Class of Securities)

                           958043 40 8
                         (CUSIP Number)

                       Marc Weitzen, Esq. 
          Gordon Altman Butowsky Weitzen Shalov & Wein
                114 West 47th Street, 21st Floor
                    New York, New York 10036
                         (212) 626-0800
  (Name, Address and Telephone Number of Person Authorized to 
               Receive Notices and Communications)

                        November 9, 1994
     (Date of Event which Requires Filing of this Statement)

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  //.

Check the following box if a fee is being paid with the statement
/ /.  (A fee is not required only if the reporting 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).

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 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 ("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).


                 SCHEDULE 13D - AMENDMENT NO. 1

          The undersigned Registrants hereby amend their statement
on Schedule 13D relating to the common stock, par value $.10 per
share, of the Western Company of North America as set forth herein. 
Unless otherwise indicated, capitalized terms contained herein
shall have the meaning ascribed to them in Registrants' prior
statement on Schedule 13D.

Item 4.  Purpose of Transaction

          Item 4 is hereby amended to add the following:

          On November 9 and 10, 1994, Registrants held separate
conversations with representatives of the Issuer and BJ Services
Company ("BJC") regarding BJC's previously announced proposal (the
"Proposal") to acquire the Issuer.

          In their conversations, Registrants informed both the
Issuer and BJC that, based upon Registrants' evaluation of the
Proposal, Registrants agreed with the Issuer that the price being
offered by BJC to the Issuer was inadequate.  Registrants indicated
to BJC that, in lieu of an inadequately priced offer by BJC for the 
Issuer, a preferable alternative for stockholders of the Issuer would
be for the Issuer to acquire BJC.  Registrants' belief that such a
structure may be in the best interests of stockholders of the
Issuer is based upon its view of the domestic and international
positions of each company and their respective managements. 
Registrants further indicated to BJC that Registrants might be
willing to contribute up to $150 million toward the acquisition of
BJC in a non-hostile transaction at a meaningful premium to market
and that it believed that the Issuer could finance the balance of
the purchase price.  While broaching the matter with the Issuer
earlier on November 9, 1994, the Issuer indicated to Registrants
that if Registrants had a proposal to make, the Issuer would give
it due consideration since it is willing to explore any proposal
designed to maximize shareholder value.

     On November 10, 1994, BJC called Registrants stating that BJC
believed that the price offered in BJC's Proposal was essentially
adequate and that, if such price were not accepted, BJC might
withdraw its Proposal.  Registrants stated it was certainly BJC's
prerogative to withdraw its Proposal but if BJC attempted to
"force" the Issuer's stockholders to accept an offer which both the
Issuer and one of its largest stockholders deem inadequate, Registrants
might be compelled to consider taking countermeasures that would 
thwart this.  Registrants and BJC went on to
discuss on a hypothetical basis how these countermeasures could be
effectuated.

     No agreements, arrangements or understandings have been
reached as a result of the aforementioned conversations.

     On October 14, 1994, Registrants called each of the Issuer and
BJC (as Registrants indicated they would do in their initial
statement on Schedule 13D filed with the Securities Exchange
Commission) introducing themselves and expressing Registrants'
interest in facilitating any possible business combination between
the Issuer and BJC which would be in the best interest of the
stockholders of the Issuer.

          On October 19, 1994, Registrants filed a notification
under the HSR Act with respect to the Shares of the Issuer.


                           SIGNATURES

               After reasonable inquiry and to the best of the
knowledge and belief of each of the undersigned, each of the
undersigned certifies that the information set forth in this
statement on Schedule 13D concerning the common stock, par value
$.10 per share, of The Western Company of North America, a Delaware
corporation, is true, complete and correct.


Dated: November 11, 1994

                                   ICAHN HOLDING CORPORATION
                                   HIGHCREST INVESTORS CORP.
                                   ACF INDUSTRIES HOLDING CORP.
                                   ACF INDUSTRIES, INCORPORATED



                                       /s/ Carl C. Icahn      
                                       all by Carl C. Icahn




                                       /s/ Carl C. Icahn     
                                       Carl C. Icahn


                                   RIVERDALE INVESTORS CORP., INC.
                                   UNICORN ASSOCIATES CORPORATION
                                   CHELONIAN CORP.



                                   By:  /s/ Gail Golden          
                                        Gail Golden
                                   Its: Vice President


        [Signature Page of Schedule 13D with respect to 
              The Western Company of North America]