************************************************************************* 73022 We propose to observe the distant (z=0.46) X-ray luminous cluster of galaxies surrounding the radio galaxy 3C295. A previous, short ASCA observation of the source suffered from severe technical problems and was insufficient to permit detailed study. The proposed 60 ks observation will permit the first detailed spectral analysis, enabling us to separate the multiphase emission associated with the cooling flow from the ambient cluster gas. When combined with the ROSAT HRI imaging data already gathered, the ASCA data will allow us to determine the mean temperature and metallicity of the cluster gas, the radial distributions of gas density, cooling rate, gas mass and total mass, and will provide a measure of the age of the cooling flow. This is of much interest for such a distant cluster. *************************************************************************