SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
THE VALSPAR CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
920355 10 4
(CUSIP Number)
* 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 disclosure provided in a prior
cover page.
The information required on 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 5 Pages
<PAGE>
CUSIP No. 920355 10 4
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Resource Trust Company - 41-1250535
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
5 SOLE VOTING POWER
NUMBER OF
-0-
SHARES
6 SHARED VOTING POWER
BENEFICIALLY
4,042,281
OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
-0-
REPORTING
PERSON
8 SHARED DISPOSITIVE POWER
WITH
4,042,281
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,042,281
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [_]
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.25%*
12 TYPE OF REPORTING PERSON
BK
* Based upon an aggregate of 43,677,588 shares outstanding at
December 31, 1997.
<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, Minnesota 55415
Item 2(a). Name of Person Filing:
Resource Trust Company
Item 2(b). Address of Principal Business Office or, if none,
Residence:
900 Second Avenue South, Suite 300
Minneapolis, MN 55402
Item 2(c). Citizenship:
Minnesota
Item 2(d). Title of Class or Securities:
Common Stock
Item 2(e). CUSIP Number:
920355 10 4
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-
2(b), check whether the person filing is a:
[ ] Broker or Dealer registered under Section 15 of the Act
[X ] Bank as defined in Section 3(a)(6) of the Act
[ ] Insurance Company as defined in Section 3(a)(19) of the Act
[ ] Investment Company registered under Section 8 of the Investment
Company Act
[ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
[ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund
[ ] Parent Holding Company
[ ] Group
[ ] N/A
Item 4. Ownership.
(a) Amount Beneficially Owned: 4,042,281
(b) Percent of Class: 9.25%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: -0-
(ii) shared power to vote or to direct the vote: 4,042,281
(iii)sole power to dispose or to direct the disposition of:
-0-
(iv) shared power to dispose or to direct the disposition
of: 4,042,281
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
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.
February 16, 1998
RESOURCE TRUST COMPANY
By: /s/ Dan M. Melcher
Dan M. Melcher
