UNITED STATES
Securities and Exchange Commission
WASHINGTON, D.C. 20549

SCHEDULE 13G

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

Wainoco Oil Corporation
(Name of Issuer

Common Stock
(Title of Class of Securities)

930676101
(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).

CUSIP No. 930676101   

1.      NAME OF REPORTING PERSON
	S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Kornitzer Capital Management, Inc.   48-1069845

2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
							(a)     
							(b)     

3.      SEC USE ONLY

4.      CITIZENSHIP OR PLACE OF ORGANIZATION
	Kansas

5.      SOLE VOTING POWER
	

6.      SHARED VOTING POWER
	4,241,548

7.      SOLE DISPOSITIVE POWER
	

8.      SHARED DISPOSITIVE POWER
	4,241,548

9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,241,548

10.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN 
	SHARES *

11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	14.44%

12.     TYPE OF REPORTING PERSON *
	IA

CUSIP No. 930676101            

Item 1(a)       Name of Issuer:

The name of the Issuer is Wainoco Oil Corporation, a Wyoming Corporation.

Item 1(b)       Address of Issuer's Principal Executive Offices:

The address of the Issuer's principal executive offices is 1200 Smith Street, 
Suite 2100, Houston, Texas 77002-4367.

Item 2(a)       Name of Person Filing:

The name of the person filing this Schedule is Kornitzer Capital Management, 
Inc. ("Kornitzer").

Item 2(b)       Address of Principal Business Office or, if none, Residence:

The address of the principal business office of Kornitzer is P.O. Box 918, 
Shawnee Mission, KS 66201.

Item 2(c)       Citizenship:

Kornitzer is an investment adviser and a corporation organized under the laws 
of the State of Kansas.

Item 2(d)       Title of Class of Securities:

The title of the class of securities of Wainoco Oil Corporation, for which 
this Statement is filed no par, common stock (the "Common Stock"), and 7 3/4% 
Convertible Debentures due June 1, 2014, which are convertible into such 
shares of Common Stock.

Item 2(e)       CUSIP Number:

The CUSIP number of the securities to which this Statement relates is 
930676101.

Item 3          If this statement is filed pursuant to Rules 13d-1(b), or 
13d-2(b), check whether the person filing is a:

 a)             Broker or Dealer registered under section 15 of the Act
 
 b)             Bank as defined in section 3(a) of the Act
 
 c)             Insurance Company as defined in section 3(a)(19) of the Act
 
 d)             Investment Company registered under section 8 of the 
		Investment Company Act
 
 e)     x       Investment Adviser registered under section 203 of the 
		Investment Advisers Act of 1940
 
 f)             Employee Benefit Plan, Pension Fund which is subject to the 
		provisions of the Employee Retirement Income Security Act of 
		1974 or Endowment Fund; see Sect. 240.13d-1(b)(1)(ii)(F)
 
 g)             Parent Holding Company, in accordance with 
		Sect. 240.13d-1(b)(ii)(G) (Note: See Item 7)
 
 h)             Group, in accordance with Sect. 240.13d-1(b)(ii)(H)

Item 4         Ownership

The percent of Common Stock owned by Kornitzer, as of December 31, 1996, 
exceeds five percent, and the following information is provided as of that 
date.

 a)     Amount Beneficially Owned:      4,241,548 shares
 
 b)     Kornitzer's beneficial ownership of the Common Stock consists of 
 2,116,400 shares owned directly and 2,125,148 shares it is deemed to 
 beneficially own through its holdings of 7 3/4% Convertible Debentures due 
 June 1, 2014 (the "Convertible Debt").  Kornitzer's Convertible Debt 
 holdings of $18,595,000 principal amount convert into shares of Common Stock 
 at a rate of 114.2860 shares per $1,000.
 
 c)     Percent of Class:       14.44%
 
 d)     Number of Shares as to which such person has:
 
(i)     sole power to vote or to direct the vote 

(ii)    shared power to vote or to direct the vote 4,241,548

(iii)   sole power to dispose or to direct the disposition of 

(iv)    shared power to dispose or to direct the disposition of 4,241,548

Item 5          Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date 
hereto the reporting person has ceased to be the beneficial owner of more 
than five percent of the class of securities, check the following .

Item 6          Ownership of More than Five Percent on Behalf of Another 
		Person:

Kornitzer is an investment adviser holding the shares of Common Stock and 
Convertible Debt for the accounts of other persons who have the right to 
receive, and the power to direct the receipt of, dividends from, or the 
proceeds from the sale of, the Common Stock of Wainoco Oil Corporation.

Item 7          Identification and Classification of the Subsidiary Which 
		Acquired the Security Being Reported on by the Parent 
		Holding Company:

A parent holding company is not filing this Schedule, pursuant to Rule 
13D-1(b)(ii)(G) promulgated under the Securities Exchange Act of 1934 
(the "Act").

Item 8          Identification and Classification of Members of the Group:

A group is not filing this Schedule, pursuant to Rule 13D-1(b)(ii)(H) 
promulgated under the Act.

Item 9          Notice of Dissolution of Group:

A Notice of Dissolution is not applicable to the filing of this Schedule.

Item 10         Certification:

By signing below I certify that, to the best of my knowledge and belief, the 
securities referred to above were acquired in the ordinary course of business 
and 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.

						      Date
						February 10, 1997
								
								
						KORNITZER CAPITAL MANAGEMENT, 
						INC.



						/s/  John C. Kornitzer 
						By:  John C. Kornitzer, 
						President