ARDEN GROUP INC
SC 13G/A, 1997-02-11
GROCERY STORES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549


                                  SCHEDULE 13G

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO. 18)*


                                ARDEN GROUP, INC.
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                        Class A Common Stock - $0.25 par
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                   03976210-9
                         ------------------------------
                                 (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
deemend 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 1 of 5 pages








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CUSIP NO. 03976210-9                   13G                  PAGE 2 OF 5 PAGES

- --------------------------------------------------------------------------------
 1   NAME OF REPORTING PERSON
     S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     THE STOCK BONUS PLAN OF ARDEN GROUP, INC.
- --------------------------------------------------------------------------------
 2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a) / /
                                                                 (b) / /

- --------------------------------------------------------------------------------
 3   SEC USE ONLY


- --------------------------------------------------------------------------------
 4   CITIZENSHIP OR PLACE OF ORGANIZATION

     U.S.A.
- --------------------------------------------------------------------------------
                    5    SOLE VOTING POWER

                         214,147
  NUMBER OF        -------------------------------------------------------------
   SHARES           6    SHARED VOTING POWER
BENEFICIALLY
  OWNED BY               0
   EACH            -------------------------------------------------------------
 REPORTING          7    SOLE DISPOSITIVE POWER
  PERSON
   WITH                  214,147
                   -------------------------------------------------------------
                    8    SHARED DISPOSITIVE POWER

                         0
- --------------------------------------------------------------------------------
 9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     214,147
- --------------------------------------------------------------------------------
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


- --------------------------------------------------------------------------------
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     19.3%
- --------------------------------------------------------------------------------
12   TYPE OF REPORTING PERSON

     EP
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTION BEFORE FILLING OUT!

                                Page 2 of 5 pages

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Item 1  (a)  Name of Issuer:  Arden Group, Inc.

        (b)  Name of Issuer's Principal Executive Offices:
             5900 S. Eastern Avenue
             Los Angeles, CA 90040

Item 2  (a)  Name of Person Filing:  The Stock Bonus Plan of Arden Group, Inc.

        (b)  Address of Principal Business Office:
             c/o City National Bank
             400 North Roxbury Drive
             Beverly Hills, CA 90210

        (c)  Citizenship:  U.S. - a domestic employee benefit plan

        (d)  Title of Class of Securities:  Class A Common Stock - $.25 par

        (e)  CUSIP Number:  03976210-9

Item 3  Person filing is a:

        (a)  [ ]  Broker or Dealer

        (b)  [ ]  Bank as defined in section 3(a)(6) of the Act

        (c)  [ ]  Insurance Company

        (d)  [ ]  Investment Company

        (e)  [ ]  Investment Adviser

        (f)  [X]  Employee Benefit Plan, Pension Fund subject to ERISA or
                  Endowment Fund

        (g)  [ ]  Parent Holding Company

        (h)  [ ]  Group


                                Page 3 of 5 Pages
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Item 4  Ownership:

        (a)  Amount Beneficially Owned:  214,147

        (b)  Percent of Class:  19.3%

        (c)  Number of shares as to which such person has

             (i)   sole power to vote or direct the vote:  214,147

             (ii)  shared power to vote or direct the vote:  -0-

             (iii) sole power to dispose or direct the disposition of:  214,147

             (iv)  shared power to dispose or direct the disposition of:  -0-

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:  All
        securities subject to this report are held by City National Bank as
        Trustee of the reporting person which is the employee benefit plan.  No
        other entity can control the receipt of dividends or proceeds of these
        securities.

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:

        By signing below, I certify that, to the best of my knowledge
        and belief, the securities referred to above were acquired in
        the ordinary course of business and were not acquired for the
        purpose of and do not have the effect of changing or influencing
        the control of the issuer of such securities and were not
        acquired in connection with or as a participant in any
        transaction having such purposes or effect.


                                Page 4 of 5 pages

<PAGE>

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.


Date:  February  6 , 1997
                ---

                                        Stock Bonus Plan of Arden Group, Inc.
                                        By: City National Bank, Trustee


                                        By: /s/Gerald Clebanoff
                                            ---------------------------------
                                             Gerald Clebanoff
                                             Senior Vice President


                                Page 5 of 5 pages


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