UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN
STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c),
AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(b)
The Boyds Collection, Ltd.
_________________________
(Name of Issuer)
Common Stock, par value $.0001 per share
__________________________________________
(Title of Class of Securities)
103354 10 6
___________
(CUSIP Number)
March 4, 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)
/_/ 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).
<PAGE>
CUSIP No. 103354 10 6
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of
Above Person:
Gary M. Lowenthal
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: Delaware
Number of 5) Sole Voting Power: 10,174,529
Shares
Beneficially 6) Shared Voting Power: 0
Owned by
Each Reporting 7) Sole Dispositive Power: 10,174,529
Person With
8) Shared Dispositive Power:
9) Aggregate Amount Beneficially Owned
by Each Reporting Person: 10,174,529
10) Check Box if the Aggregate Amount in
Row (9) Excludes Certain Shares (See
Instructions): /_/
11) Percent of Class Represented by
Amount in Row (9): 16.4%
12) Type of Reporting Person (See Instructions): IN
(Page 2 of 6 Pages)
<PAGE>
SCHEDULE 13G
Item 1(a). Name of Issuer:
The Boyds Collection, Ltd.
Item 1(b). Address of Issuer's Principal Executive Offices:
350 South Street
McSherrystown, PA 17344
Item 2(a). Name of Persons Filing:
Gary M. Lowenthal
Item 2(b). Address of Principal Business Office or, if None, Residence:
c/o The Boyds Collection, Ltd.
350 South Street
McSherrystown, PA 17344
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Common Stock, par value $.0001 per share
Item 2(e). CUSIP Number:
103354 10 6
Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a:
(a) /_/ Broker or dealer registered under Section 15 of the
Exchange Act.
(b) /_/ Bank as defined in section 3(a)(6) of the Exchange
Act.
(c) /_/ Insurance company as defined in Section 3(a)(19) of
the Exchange Act.
(d) /_/ Investment company registered under Section 8 of the
Investment Company Act.
(e) /_/ An investment adviser in accordance with Rule 13d-
1(b)(1)(ii)(E);
(Page 3 of 6 Pages)
<PAGE>
(f) /_/ An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) /_/ A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) /_/ A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) /_/ A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of
the Investment Company Act;
(j) /_/ Group, in accordance with Rule 13d-1(b)(1)(ii)(J);
If this statement is filed pursuant to Rule 13d-1(c), check this
box. /_/
Item 4. Ownership.
(a) Amount Beneficially Owned
Mr. Lowenthal holds directly 5,682,463 shares of Common
Stock.
The GJL L.L.C. ("GJL") holds directly 4,492,066 shares of
Common Stock. Mr. Lowenthal is the sole managing member of
GJL. Because Mr. Lowenthal has voting and investment control
over such shares held by GJL, Mr. Lowenthal may be deemed to
be the beneficial owner of such shares.
(b) Percent of Class
See Item 11 of the cover page, which is based upon Item 5
of the cover page. See Item 4(a).
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
See Item 5 of the cover page.
(ii) shared power to vote or to direct the vote
See Item 6 of the cover page.
(iii) sole power to dispose or to direct the disposition of
See Item 7 of the cover page.
(Page 4 of 6 Pages)
<PAGE>
(iv) shared power to dispose or to direct the disposition of
See Item 8 of the cover page.
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 [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
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. Certifications.
Not applicable.
(Page 5 of 6 Pages)
<PAGE>
SIGNATURES
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.
/s/ Gary M. Lowenthal
_____________________________
Gary M. Lowenthal
August 26, 1999
(Page 6 of 6 Pages)
