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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13G
(Amendment No. 12)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
Under the Securities Exchange Act of 1934
Chris-Craft Industries, Inc.
(Name of Issuer)
$1.40 Cumulative Convertible Preferred Stock, par value
$1.00 per share; Class B Common Stock, par value $.50 per
share; and Common Stock, par value $.50 per share
(Title of Class of Securities)
170520-30-8; 170520-50-6; and 170520-10-0
(CUSIP Number)
______________________________
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.
(Continued on following pages)
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CUSIP No. 170520-30-8, 13G Page 2 of 6 Pages
170520-50-6, and
170520-10-0
1) Name of Reporting Person: James J. Rochlis
SS or IRS Identification No. of Above Person:
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: United States
of America
Number 5) Sole Voting Power: 15,953 shares of $1.40
of Convertible Preferred Stock, 508,714 shares
Shares of Class B Common Stock and 724,076 shares
Bene- of Common Stock
ficially 6) Shared Voting Power: 246 shares of $1.40
Owned by Convertible Preferred Stock, 537,980 shares
Each of Class B Common Stock and 1,185,018 shares
Reporting of Common Stock
Person 7) Sole Dispositive Power: 15,953 shares of
with $1.40 Convertible Preferred Stock, 508,714
shares of Class B Common Stock and 724,076
shares of Common Stock
8) Shared Dispositive Power: 168,826 shares
of Class B Common Stock and 168,826 shares of
Common Stock.
9) Aggregate Amount Beneficially Owned by Each Reporting
Person: 16,199 shares of $1.40 Convertible Preferred
Stock, 1,046,694 shares of Class B Common Stock
and 1,909,094 shares of Common Stock
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:
6.9% of $1.40 Convertible Preferred Stock, 12.3%
of Class B Common Stock and 7.4% of Common Stock
12) Type of Reporting Person (See Instructions):
IN
Item 1(a). Name of Issuer:
Chris-Craft Industries, Inc. ("Chris-
Craft")
Item 1(b). Address of Issuer's Principal Executive
Offices:
767 Fifth Avenue
New York, New York 10153
Item 2(a). Name of Person Filing:
James J. Rochlis
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Item 2(b). Address of Principal Business Office or, if
None, Residence:
Chris-Craft Industries, Inc.
767 Fifth Avenue
New York, New York 10153
Item 2(c). Citizenship:
United States of America
Item 2(d). Title of Class of Securities:
I
Convertible Preferred Stock, $1.40 cumulative
dividend, $1.00 par value, each share held on
November 10, 1986 and either not subsequently
transferred or transferred to a "Permitted
Transferee" currently convertible into
11.28894 shares of Class B Common Stock and
22.57786 shares of Common Stock and each other
share of $1.40 Convertible Preferred Stock
currently convertible into 33.86680 shares of
Common Stock ("$1.40 Convertible Preferred
Stock")
II
Class B Common Stock, $.50 par value, each
share convertible into one share of Common
Stock ("Class B Common Stock")
III
Common Stock, $.50 par value ("Common Stock")
Item 2(e). CUSIP Number:
I ($1.40 Convertible Preferred Stock) --
170520-30-8
II (Class B Common Stock) -- 170520-50-6
III (Common Stock) -- 170520-10-0
Item 3. If this statement is filed pursuant to Rules
13d-1(b), or 13d-2(b), check whether the
person is a: Inapplicable.
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Item 4. Ownership.
<TABLE>
<CAPTION>
I II III
$1.40
Convert-
ible Class B
Preferred Common Common
Stock Stock Stock
<S> <C> <C> <C>
(a) Amount Beneficially
Owned (1): 16,199 1,046,694(2) 1,909,094(3)
(b) Percent of Class
(outstanding at
December 31, 1998)(2): 6.9% 12.3% 7.4%
(c) Number of shares as
to which such person
has:
(i) sole power to
vote or to direct
the vote 15,953 508,714 724,076
(ii) shared power to
vote or to direct
the vote 246 537,980 1,185,018
(iii) sole power to dis-
pose or to direct
the disposition of 15,953 508,714 724,076
(iv) shared power to
dispose or to di-
rect the disposi-
tion of -- 168,826 168,826
<FN>
_____________________
(1) At December 31, 1998, (a) the Trustee of the Chris-Craft Em-
ployees' Stock Purchase Plan held 644,261 shares of Common
Stock, 363,600 shares of Class B Common Stock and 246 shares
of $1.40 Convertible Preferred Stock, and (b) the Trustees
under the Chris-Craft Profit Sharing Plan held 168,826
shares of Class B Common Stock. A committee appointed by
the Board of Directors of Chris-Craft to administer the
Stock Purchase Plan is empowered to direct voting of the
shares held by the Trustee under that plan, and the Trustees
under the Profit Sharing Plan are empowered to vote and
dispose of the shares held by that plan. Mr. Rochlis is a
member of the Committee under the Stock Purchase Plan and is
a Trustee of the Profit Sharing Plan. Therefore, the total
numbers of shares held at December 31, 1998 by the Stock
Purchase Plan and the Profit Sharing Plan are included in
the figures.
(2) Includes 365,738 shares issuable upon conversion of $1.40
Convertible Preferred Stock.
(3) Includes 28,130 shares issuable upon exercise of stock
options exercisable within 60 days after December 31, 1998
and 1,229,563 shares issuable upon conversion of (i) $1.40
Convertible Preferred Stock and (ii) Class B Common Stock,
including Class B Common Stock issuable upon conversion of
$1.40 Convertible Preferred Stock.
(4) Class B Common Stock percentage computed on basis of number
of shares of Class B Common Stock outstanding at December
31, 1998 plus those issuable upon conversion of $1.40 Con-
vertible Preferred Stock shown in Column I. Common Stock
percentage computed on basis of number of shares of Common
Stock outstanding at December 31, 1998 plus those issuable
upon (i) conversion of $1.40 Convertible Preferred Stock
shown in Column I, (ii) conversion of Class B Common Stock
shown in Column II and (iii) exercise of stock options
referred to in Note (3).
</TABLE>
Item 5. Ownership of Five Percent or Less of a Class.
Inapplicable.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
See Note (1) to Item 4.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company.
Inapplicable.
Item 8. Identification and Classification of Members of the
Group.
Inapplicable.
Item 9. Notice of Dissolution of Group.
Inapplicable.
Item 10. Certification.
Inapplicable.
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Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this state-
ment is true, complete and correct.
Date: February 10, 1999
/s/ James J. Rochlis
- ------------------------
Signature
James J. Rochlis
Name/Title
