Fidelity International Ltd · SC 13D · Arethusa Off Shore Limited · On 5/3/95

Filed On 5/3/95   ·   SEC File 5-44051   ·   Accession Number 0-95-911

General Statement of Beneficial Ownership   ·   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Schedule 13d - April 27, 1995 - Arethusa Off-Shore     5±    27K 
                          Limited                                                

Document Table of Contents

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SCHEDULE 13D                                                                    

Amendment No. 0                                                                 
Arethusa Off-Shore Limited                                                      
common stock                                                                    
Cusip # G0460Q108                                                               
Filing Fee: Yes                                                                 

Cusip # G0460Q108                                                               
Item 1: Fidelity International Limited                                          
Item 4: PF                                                                      
Item 6: Bermuda                                                                 
Item 7: 505,000                                                                 
Item 8: None                                                                    
Item 9: 505,000                                                                 
Item 10:        None                                                            
Item 11:        1,343,100                                                       
Item 13:        6.61%                                                           
Item 14:        HC, IA                                                          

PREAMBLE                                                                        

       The filing of this Schedule 13D is not, and should not be deemed to be,
an admission that such Schedule 13D is required to be filed.  See the           
discussion under Item 2.                                                        

Item 1. Security and Issuer.                                                    

     This statement relates to shares of the common stock, $0.00 par value
(the "Shares") of Arethusa Off-Shore Limited, a Bermuda corporation (the        
"Company").  The principal executive offices of the Company are located at      
Nautilus House - 82 South Shore, Warwick, WK 08 Bermuda .                       

Item 2. Identity and Background.                                                

  This statement is being filed by Fidelity International Limited, a
Bermuda joint stock company incorporated for an unlimited duration by private   
act of the Bermuda legislature ("FIL").  A separate Schedule 13D is being       
filed by FMR Corp., a Massachusetts Corporation ("FMR"), with respect to the    
Shares.  FIL is an investment adviser which provides investment advisory and    
management services to a number of non-U.S. investment companies or instrument  
trusts (the "International Funds") and certain institutional investors.  The    
principal office of FIL is located at Pembroke Hall, 42 Crow Lane, Hamilton,    
Bermuda.                                                                        

     FMR is a holding company one of whose principal assets is the capital
stock of a wholly-owned subsidiary, Fidelity Management & Research Company      
("Fidelity"), which is also a Massachusetts corporation.  Fidelity is an        
investment adviser which is registered under Section 203 of the Investment      
Advisers Act of 1940 and which provides investment advisory services to more    
than 30 investment companies which are registered under Section 8 of the        
Investment Company Act of 1940 and serves as investment adviser to certain      
other funds which are generally offered to limited groups of investors (the     
"Fidelity Funds").  Fidelity Management Trust Company ("FMTC"), a wholly-owned  
subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6) of the         
Securities Exchange Act of 1934, serves as trustee or managing agent for        
various private investment accounts, primarily employee benefit plans and       
serves as investment adviser to certain other funds which are generally         
offered to limited groups of investors (the "Accounts").  Various directly or   
indirectly held subsidiaries of FMR are also engaged in investment management,  
venture capital asset management, securities brokerage, transfer and            
shareholder servicing and real estate development.  The principal offices of    
FMR, Fidelity, and FMTC are located at 82 Devonshire Street, Boston,            
Massachusetts 02109.                                                            

        Prior to June 30, 1980, FIL was a majority-owned subsidiary of Fidelity.
On that date, the shares of FIL held by Fidelity were distributed as a          
dividend, to the shareholders of FMR.  FIL currently operates as an entity      
independent of FMR and Fidelity.  The International Funds and FIL's other       
clients, with the exception of Fidelity and an affiliate of Fidelity, are non-  
U.S. entities.                                                                  

      Edward C. Johnson 3d owns 24.9% of the outstanding voting common stock
of FMR.  In addition, a partnership controlled by Mr. Johnson and members of    
his family own shares of FIL voting stock with the right to cast approximately  
47.22% of the total votes which may be cast by all holders of FIL voting        
stock.  Mr. Johnson 3d is Chairman of FMR Corp. and FIL.  FMR Corp. and FIL     
are separate and independent corporate entities.  FMR Corp. and FIL are         
managed independently and their boards of Directors are generally composed of   
different individuals.  Their investment decisions are made independently, and  
clients are different organizations.  The business address and principal        
occupation of Mr. Johnson 3d is set forth in Schedule A hereto.                 

        The Shares to which this statement relates are owned directly by four of
the Fidelity Funds, four of the Accounts, and by Fidelity International         
Limited, through its subsidiaries and affiliates.                               

     FMR and FIL are of the view that they are not acting as a "group" for
purposes of Section 13(d) under the Securities Exchange Act of 1934 (the "1934  
Act") and that they are not otherwise required to attribute to each other the   
"beneficial ownership" of securities "beneficially owned" by the other          
corporation within the meaning of Rule 13d-3 promulgated under the 1934 Act.    
Therefore, they are of the view that the Shares held by the other corporations  
need not be aggregated for purposes of Section 13(d).  However, FMR is making   
this filing on a voluntary basis as if all of the Shares are beneficially       
owned by FMR and FIL on a joint basis.                                          

The name, residence or business address, principal occupation or
employment and citizenship of each of the executive officers and directors of   
FMR are set forth in Schedule A hereto.                                         

       Within the past five years, none of the persons named in this Item 2 or
listed on Schedule A has been convicted in any criminal proceeding (excluding   
traffic violations or similar misdemeanors) or has been a party to any civil    
proceeding and as a result thereof was or is subject to any judgment, decree    
or final order enjoining future violations of, or prohibiting or mandating      
activities subject to federal or state securities laws or finding any           
violations with respect to such laws.                                           

Item 3. Source and Amount of Funds or Other Consideration.                      

The International Funds and accounts, which own or owned Shares,
purchased in the aggregate 892,500 Shares for cash in the amount of             
approximately $289,616, including brokerage commissions.  The International     
Funds and accounts used their own assets in making such purchase and no part    
of the purchase price is represented by borrowed funds.  Proceeds from 387,500  
Shares sold aggregated approximately $982,500.                                  

The Fidelity Funds, which own or owned Shares, purchased in the 
aggregate 777,600 Shares for cash in the amount of approximately $9,386,774,    
including brokerage commissions.  The Fidelity Funds used their own assets in   
making such purchase and no part of the purchase price is represented by        
borrowed funds.  Proceeds from 22,400 Shares sold aggregated approximately      
$252,887.                                                                       

 The Accounts of FMTC, which own or owned Shares, purchased in the
aggregate 82,900 Shares for cash in the amount of approximately $1,081,830,     
including brokerage commissions.  The Accounts used their own assets in making  
such purchase and no part of the purchase price is represented by borrowed      
funds.  Proceeds from 0 Shares sold aggregated approximately $0.                

Item 4. Purpose of Transaction.                                                 

        The purpose of FIL or its subsidiaries in having the International Funds
and accounts purchase Shares (see Item 5 below) is to acquire an equity         
interest in the Company in pursuit of specified investment objectives           
established by the Board of Directors of the International Funds.               

        FIL or its subsidiaries may continue to have the International Funds and
accounts purchase Shares subject to a number of factors, including, among       
others, the availability of Shares for sale at what FIL or its subsidiaries     
considers to be reasonable prices and other investment opportunities that may   
be available to the International Funds and accounts.                           

 FIL and its subsidiaries intend to review continuously the equity
position of the International Funds and accounts in the Company.  Depending     
upon future evaluations of the business prospects of the Company and upon       
other developments, including, but not limited to, general economic and         
business conditions and money market and stock market conditions, FIL and its   
subsidiaries may determine to cause the International Funds to cease making     
additional purchases of Shares or to increase or decrease the equity interest   
in the Company by acquiring additional Shares, or by disposing of all or a      
portion of the Shares.                                                          

       FIL and its subsidiaries have no present plan or proposal which relates
to or would result in (i) an extraordinary corporate transaction, such as a     
merger, reorganization, liquidation, or sale or transfer of a material amount   
of assets involving the Company or any of its subsidiaries, (ii) any change in  
the Company's present Board of Directors or management, (iii) any material      
changes in the Company's present capitalization or dividend policy or any       
other material change in the Company's business or corporate structure, (iv)    
any change in the Company's charter or by-laws, or (v) the Company's common     
stock becoming eligible for termination of its registration pursuant to         
Section 12(g)(4) of the 1934 Act.                                               

Item 5. Interest in Securities of Issuer.                                       

        Although Item 5 assumes that FMR, Fidelity, and FIL beneficially own all
1,343,100 Shares, reference is made to Item 2 for a disclaimer of beneficial    
ownership with respect to the securities which are "beneficially owned" by the  
other corporations.                                                             

        (a)    FIL beneficially owns, as investment adviser or the parent of the
investment adviser to the International Funds and accounts, 505,000 Shares, or  
approximately 2.48% of the outstanding Shares of the Company. FMR beneficially  
owns, through Fidelity, as investment advisor to the Fidelity Funds, 755,200    
Shares, or approximately 3.71% of the outstanding Shares of the Company, and    
through FMTC, the managing agent for the Accounts, 82,900 Shares, or            
approximately 0.41% of the outstanding Shares of the Company.  Neither FMR,     
Fidelity, FMTC, nor any of its affiliates nor, to the best knowledge of FMR,    
any of the persons name in Schedule A hereto, beneficially owns any other       
Shares.  The combined holdings of FMR, Fidelity, FMTC, and FIL are 1,343,100    
Shares, or approximately 6.61% of the outstanding Shares of the Company.        

       (b)     The International Funds, the International Pension Accounts and
FIL, as investment adviser to the International Funds and International         
Pension Accounts, each has the sole power to vote and the sole power to         
dispose of the 505,000 Shares held by the International Funds and the           
International Pension Accounts.  FIL has the sole power to vote 505,000 shares  
and the sole power to dispose of 505,000 shares.                                

Item 6. Contract, Arrangements, Understandings or Relationships With            
Respect to Securities of the Issuer.                                            

        Neither FIL nor any of its affiliates nor, to the best knowledge of FIL,
any of the persons named in Schedule A hereto has any joint venture, finder's   
fee, or other contract or arrangement with any person with respect to any       
securities of the Company.                                                      

Item 7. Material to be Filed as Exhibits.                                       

      This statement speaks as of its date, and no inference should be drawn
that no change has occurred in the facts set forth herein after the date        
hereof.                                                                         

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.                                                                        

Fidelity International Limited                                  

DATE:   May 2, 1995     By      /s/Arthur Loring                                
Arthur Loring                                                   
Attorney-in-Fact                                                

SCHEDULE A                                                                      

                         POSITION WITH                   PRINCIPAL
NAME AND ADDRESS        INTERNATIONAL   OCCUPATION                              

Edward C. Johnson 3d    Director & Chairman of the Board        Chief Executive 
82 Devonshire Street            Officer-FMR Corp.                               
Boston, MA 02109                                                                

Barry J. Bateman        Director        Chief Executive                         
25 Lovat Lane           Officer-Fidelity                                        
London, England         International Ltd.                                      
EC3R 8LL                                                                        

William L. Byrnes       Director        Vice Chairman-                          
82 Devonshire Street            FMR Corp.                                       
Boston, MA 02109                                                                

Martin P. Cambridge     Chief Financial Officer CFO-Fidelity                    
Oakhill House           International Limited                                   
130 Tonbridge Road                                                              
Hildenborough, Kent,                                                            
TN119DZ                                                                         

Charles T. M. Collis    Director, V.P., & Secretary     Private Attorney        
P.O.  Box HM 391                                                                
Hamilton HMBX, Bermuda                                                          

Glen R. Moreno  Director        Director-Fidelity                               
25 Lovat Lane           International Ltd.                                      
London, England                                                                 
EC3R 8LL                                                                        

David J. Saul   Director        Executive V.P. &                                
P.O. Box 650            President-Fidelity                                      
Hamilton, Bermuda               Bermuda, a division                             
of Fidelity                                     
International Ltd.                              

     Messrs. Johnson 3d, Byrnes, and Moreno are United States citizens and
Messrs. Cambridge, Collis, Saul, and Bateman are citizens of the United         
Kingdom.                                                                        

Dates Referenced Herein   and   Documents Incorporated By Reference

This SC 13D Filing		Date		Other Filings
		5/2/95		SC 13D, SC 13D/A
Filed On / Filed As Of		5/3/95
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