VALSPAR CORP
SC 13G/A, 1995-02-14
PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                   Under the Securities Exchange Act of 1934
                               (Amendment No. 5)*

                            The Valspar Corporation
                                (Name of Issuer)

                         Common Stock, $0.50 Par Value
                         (Title of Class of Securities)

                                   920355104
                                 (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).


                        (Continued on following page(s))


                               Page 1 of 4 Pages


<PAGE>



CUSIP No. 920355104                        13G                 Page 2 of 4 Pages


1.      NAME OF REPORTING PERSON
        SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON

        C. Angus Wurtele
        ###-##-####

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

3.      SEC USE ONLY

4.      CITIZENSHIP OR PLACE OF ORGANIZATION

        United States of America

       NUMBER         5.     SOLE VOTING POWER                   1,930,662
    OF SHARES
  BENEFICIALLY        6.     SHARED VOTING POWER                   741,890
OWNED BY EACH
    REPORTING         7.     SOLE DISPOSITIVE POWER              1,930,662
  PERSON WITH
                      8.     SHARED DISPOSITIVE POWER              741,890

9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
        PERSON

        2,672,552

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

11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

        12.4%

12.     TYPE OF REPORTING PERSON*

        IN



                      *SEE INSTRUCTION BEFORE FILLING OUT!


<PAGE>






Item  1(a)     Name of Issuer:              The Valspar Corporation

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

               1101 Third Street South
               Minneapolis, MN  55415

Item  2(a)     Name of Person Filing:       See Cover Page Item 1

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

               1101 Third Street South
               Minneapolis, MN  55415

Item  2(c)     Citizenship:         See Cover Page Item 4

Item  2(d)     Title of Class of Securities:              Common

Item  2(e)     CUSIP No.:           See Cover Page

Item  3        Statement Filed Pursuant to Rules 13d-1(b) or 13d-2(b):

               Not applicable

Item  4(a)     Amount Beneficially Owned:                 See Cover Page Item 9

Item  4(b)     Percent of Class:            See Cover Page Item 11

Item  4(c)     Number of Shares as to Which Such Person has:

                (i) sole  power to vote or to direct  the vote:  See Cover  Page
                    Item 5
               
               (ii) shared  power to vote or to direct the vote:  See Cover Page
                    Item 6
              
              (iii) sole power to dispose or to direct the  disposition  of: See
                    Cover Page Item 7
              
               (iv) shared power to dispose or to direct the disposition of: See
                    Cover Page Item 8

Item  5        Ownership of Five Percent or Less of a Class:     Not applicable




                               Page 3 of 4 Pages


<PAGE>


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

               Shares  reported  include 10,000 shares owned by spouse;  691,040
               shares held for his benefit as  co-trustee;  4,850 shares held in
               trust for child with spouse as co-trustee; and 36,000 shares held
               in trust for child with Norwest Bank Minnesota as co-trustee.

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

               Not applicable

Item  8        Identification and Classification of Members of the Group:

               Not applicable

Item  9        Notice of Dissolution of Group:            Not applicable

Item 10        Certification:           Not applicable



                                   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 as of December 30, 1994.


Dated:         February 14, 1995.


                                                            /s/ C. Angus Wurtele
                                                                C. Angus Wurtele
                               Page 4 of 4 Pages


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