Schedule 13G

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


SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___________)*





C3, INC.
(Name of Issuer)




COMMON
(Title of Class of Securities)




22942P109
(CUSIP Number)




06/14/1999
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
      [   ]Rule 13d-1(b)
      [   ]Rule 13d-1(c)
      [ X ]Rule 13d-1(d)

*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..22942P109.......................



          1.Names of Reporting Persons.
      I.R.S. Identification Nos. of above persons (entities only).
      ...Virginia.Investment.Counselors,.Inc...54.1282345................




      2. Check the Appropriate Box if a Member of a Group (See Instructions)


      (a)...................................................................


      (b)...................................................................




      3.SEC Use Only
      .......................................................................




      4.Citizenship or Place of Organization
      ...Norfolk,.VA...................................................



      Number of
      Shares
      Beneficially
      Owned by
      Each Reporting
      Person With
      5.Sole Voting Power
      524,545......................................................



      6.Shared Voting Power
      ..............................................................



      7.Sole Dispositive
      Power..............................................................



      8.Shared Dispositive Power
      ...........................................................




      9.Aggregate Amount Beneficially Owned by Each Reporting
      Person.524,545.....................................................




      10.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
      Instructions).................................




      11.Percent of Class Represented by Amount in Row (11)
      7.4%...............................



      12. Type of Reporting Person (See Instructions)



      .....IA............................................................











INSTRUCTIONS FOR SCHEDULE 13G
Instructions for Cover Page
      (l)Names and I.R.S. Identification Numbers of Reporting Persons Furnish
      the full legal name of each person for whom the report is filed i.e., each
      person required to sign the schedule itself including each member of a
      group. Do not include the name of a person required to be identified in
      the report but who is not a reporting person. Reporting persons that are
      entities are also requested to furnish their I.R.S. identification
      numbers, although disclosure of such numbers is voluntary, not mandatory
      (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G" below).
      (2)If any of the shares beneficially owned by a reporting person are held
      as a member of a group and that membership is expressly affirmed, please
      check row 2(a). If the reporting person disclaims membership in a group or
      describes a relationship with other persons but does not affirm the
      existence of a group, please check row 2(b) [unless it is a joint filing
      pursuant to Rule 13d1(k)(1) in which case it may not be necessary to check
      row 2(b)].
      (3)The third row is for SEC internal use; please leave blank.
      (4)Citizenship or Place of Organization Furnish citizenship if the named
      reporting person is a natural person. Otherwise, furnish place of
      organization.
      (5)-(9), (11)Aggregate Amount Beneficially Owned By Each Reporting Person,
      Etc. Rows (5) through (9) inclusive, and (11) are to be completed in
      accordance with the provisions of Item 4 of Schedule 13G. All percentages
      are to be rounded off to the nearest tenth (one place after decimal
point).
      (10)Check if the aggregate amount reported as beneficially owned in row
      (9) does not include shares as to which beneficial ownership is disclaimed
      pursuant to Rule 13d-4 (17 CFR 240.13d-4] under the Securities Exchange
      Act of 1934.
      (12)Type of Reporting Person Please classify each "reporting person"
      according to the following breakdown (see Item 3 of Schedule 13G) and
      place the appropriate symbol on the form:
            CategorySymbol
            Broker Dealer BD
            Bank BK
            Insurance Company IC
            Investment Company IV
            Investment Adviser IA
            Employee Benefit Plan, Pension Fund, or Endowment Fund EP
            Parent Holding Company/Control Person HC
            Savings Association SA
            Church Plan CP
            Corporation CO
            Partnership PN
            Individual IN
            Other OO




      Notes:Attach as many copies of the second part of the cover page as are
      needed, one reporting person per page.
      Filing persons may, in order to avoid unnecessary duplication, answer
      items on the schedules (Schedule 13D, 13G or 14D1) by appropriate cross
      references to an item or items on the cover page(s). This approach may
      only be used where the cover page item or items provide all the disclosure
      required by the schedule item. Moreover, such a use of a cover page item
      will result in the item becoming a part of the schedule and accordingly
      being considered as "filed" for purposes of Section 18 of the Securities
      Exchange Act or otherwise subject to the liabilities of that section of
      the Act.
      Reporting persons may comply with their cover page filing requirements by
      filing either completed copies of the blank forms available from the
      Commission, printed or typed facsimiles, or computer printed facsimiles,
      provided the documents filed have identical formats to the forms
      prescribed in the Commission's regulations and meet existing Securities
      Exchange Act rules as to such matters as clarity and size (Securities
      Exchange Act Rule 12b-12).



SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of 1934 and
the rules and regulations thereunder, the Commission is authorized to solicit
the information required to be supplied by this schedule by certain security
holders of certain issuers.
Disclosure of the information specified in this schedule is mandatory, except
for I.R.S. identification numbers, disclosure of which is voluntary. The
information will be used for the primary purpose of determining and disclosing
the holdings of certain beneficial owners of certain equity securities. This
statement will be made a matter of public record. Therefore, any information
given will be available for inspection by any member of the public.
Because of the public nature of the information, the Commission can use it for a
variety of purposes, including referral to other governmental authorities or
securities self-regulatory organizations for investigatory purposes or in
connection with litigation involving the Federal securities laws or other civil,
criminal or regulatory statutes or provisions. I.R.S. identification numbers, if
furnished, will assist the Commission in identifying security holders and,
therefore, in promptly processing statements of beneficial ownership of
securities.
Failure to disclose the information requested by this schedule, except for
I.R.S. identification numbers, may result in civil or criminal action against
the persons involved for violation of the Federal securities laws and rules
promulgated thereunder.



GENERAL INSTRUCTIONS
      A.Statements filed pursuant to Rule 13d-1(b) containing the information
      required by this schedule shall be filed not later than February 14
      following the calendar year covered by the statement or within the time
      specified in Rules 13d-1(b)(2) and 13d2(c). Statements filed pursuant to
      Rule 13d-1(c) shall be filed within the time specified in Rules 13d-1(c),
      13d-2(b) and 13d-2(d). Statements filed pursuant to Rule 13d-1(d) shall be
      filed not later than February 14 following the calendar year covered by
      the statement pursuant to Rules 13d-1(d) and 13d-2(b).
      B.Information contained in a form which is required to be filed by rules
      under section 13(f) (15 U.S.C. 78m(f)) for the same calendar year as that
      covered by a statement on this schedule may be incorporated by reference
      in response to any of the items of this schedule. If such information is
      incorporated by reference in this schedule, copies of the relevant pages
      of such form shall be filed as an exhibit to this schedule.
      C.The item numbers and captions of the items shall be included but the
      text of the items is to be omitted. The answers to the items shall be so
      prepared as to indicate clearly the coverage of the items without
      referring to the text of the items. Answer every item. If an item is
      inapplicable or the answer is in the negative, so state.


      Item 1.

      (a)Name of Issuer

      (b)Address of Issuer's Principal Executive Offices


      Item 2.

      (a)Name of Person Filing

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

      (c)Citizenship

      (d)Title of Class of Securities

      (e)CUSIP Number


      Item 3.If this statement is filed pursuant to 240.13d-1(b) or
      240.13d-2(b) or (c), check whether the person filing is a:

      (a)[   ]Broker or dealer registered under section 15 of the Act (15 U.S.C.
      78o).

      (b)[   ]Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

      (c)[   ]Insurance company as defined in section 3(a)(19) of the Act (15
      U.S.C. 78c).

      (d)[   ]Investment company registered under section 8 of the Investment
      Company Act of 1940 (15 U.S.C 80a-8).

      (e)[  ]An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);

      (f)[   ]An employee benefit plan or endowment fund in accordance with
      240.13d-1(b)(1)(ii)(F);

      (g)[   ]A parent holding company or control person in accordance with
      240.13d-1(b)(1)(ii)(G);

      (h)[   ]A savings associations as defined in Section 3(b) of the Federal
      Deposit Insurance Act (12 U.S.C. 1813);

      (i)[   ]A church plan that is excluded from the definition of an
      investment company under section 3(c)(14) of the Investment Company Act of
      1940 (15 U.S.C. 80a-3);

      (j)[   ]Group, in accordance with 240.13d-1(b)(1)(ii)(J).


      Item 4.Ownership.
      Provide the following information regarding the aggregate number and
      percentage of the class of securities of the issuer identified in Item 1.

      (a)Amount beneficially owned: ________________________.

      (b)Percent of class: ____________________________.

      (c)Number of shares as to which the person has:


      (i)Sole power to vote or to direct the vote ___________.


      (ii)Shared power to vote or to direct the vote __________________.


      (iii)Sole power to dispose or to direct the disposition of
      _________________.


      (iv)Shared power to dispose or to direct the disposition of
      _______________.
      Instruction. For computations regarding securities which represent a right
      to acquire an underlying security see 240.13d3(d)(1).


      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
      hereof the reporting person has ceased to be the beneficial owner of more
      than five percent of the class of securities, check the following [   ].
      Instruction: Dissolution of a group requires a response to this item.


      Item 6.Ownership of More than Five Percent on Behalf of Another Person.
      If any other person is known to have the right to receive or the power to
      direct the receipt of dividends from, or the proceeds from the sale of,
      such securities, a statement to that effect should be included in response
      to this item and, if such interest relates to more than five percent of
      the class, such person should be identified. A listing of the shareholders
      of an investment company registered under the Investment Company Act of
      1940 or the beneficiaries of employee benefit plan, pension fund or
      endowment fund is not required.


      Item 7.Identification and Classification of the Subsidiary Which Acquired
      the Security Being Reported on By the Parent Holding Company
      If a parent holding company has filed this schedule, pursuant to Rule
      13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating
      the identity and the Item 3 classification of the relevant subsidiary. If
      a parent holding company has filed this schedule pursuant to Rule 13d-1(c)
      or Rule 13d-1(d), attach an exhibit stating the identification of the
      relevant subsidiary.


      Item 8.Identification and Classification of Members of the Group
      If a group has filed this schedule pursuant to 240.13d-1(b)(1)(ii)(J), so
      indicate under Item 3(j) and attach an exhibit stating the identity and
      Item 3 classification of each member of the group. If a group has filed
      this schedule pursuant to 240.13d-1(c) or 240.13d-1(d), attach an
      exhibit stating the identity of each member of the group.


      Item 9.Notice of Dissolution of Group
      Notice of dissolution of a group may be furnished as an exhibit stating
      the date of the dissolution and that all further filings with respect to
      transactions in the security reported on will be filed, if required, by
      members of the group, in their individual capacity. See Item 5.


      Item 10.Certification

      (a)The following certification shall be included if the statement is filed
      pursuant to 240.13d-1(b):
        By signing below I certify that, to the best of my knowledge and belief,
        the securities referred to above were acquired and are held in the
        ordinary course of business and were not acquired and are not held for
        the purpose of or with the effect of changing or influencing the control
        of the issuer of the securities and were not acquired and are not held
        in connection with or as a participant in any transaction having that
        purpose or effect.

      (b)The following certification shall be included if the statement is filed
      pursuant to 240.13d-1(c):
        By signing below I certify that, to the best of my knowledge and belief,
        the securities referred to above were not acquired and are not held for
        the purpose of or with the effect of changing or influencing the control
        of the issuer of the securities and were not acquired and are not held
        in connection with or as a participant in any transaction having that
        purpose 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.
      ____2/8/2000____________________
      Date
      __Signed by John C. Benedict____
      Signature
      __Vice President & Treasurer____
      Name/Title











The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See 240.13d-7 for other parties
for whom copies are to be sent.
      Attention:Intentional misstatements or omissions of fact constitute
      Federal criminal violations
      (See 18 U.S.C. 1001)






http://www.sec.gov/smbus/forms/13g.htm
Last update: 09/14/1999

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