SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20059
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )
NAME OF ISSUER: Dart Group Corporation
TITLE OF CLASS OF SECURITIES: Dart Group Corporation Common
Stock
CUSIP NUMBER: 2374151-104
Check the following box if a fee is being paid with this
statement: [ ]
<PAGE>
CUSIP NO. 2374151-104
(1) Names of Reporting Persons MELLON BANK CORPORATION
SS or IRS Identification Nos. IRS No. 25-1233834
of Above Persons
(2) Check the Appropriate Box (a)
if a Member of a Group
(See Instructions) (b)
(3) SEC Use Only
(4) Citizenship or Place United States
of Organization
Number of Shares (5) Sole Voting
Beneficially Power 141,000
Owned by Each
Reporting Person
With (6) Shared Voting
Power 0
(7) Sole
Dispositive
Power 141,000
(8) Shared
Dispositive
Power 0
(9) Aggregate Amount Beneficially
Owned by Each Reporting Person 141,000
(10) Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares (See Instructions)
(11) Percent of Class Represented
by Amount in Row (9) 9.74
(12) Type of Reporting Person HC
(See Instructions)
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CUSIP NO. 2374151-104
(1) Names of Reporting Persons BOSTON SAFE DEPOSIT AND
TRUST COMPANY
SS or IRS Identification Nos. IRS No. 04-1107280
of Above Persons
(2) Check the Appropriate Box (a)
if a Member of a Group
(See Instructions) (b)
(3) SEC Use Only
(4) Citizenship or Place United States
of Organization
Number of Shares (5) Sole Voting
Beneficially Power 100,000
Owned by Each
Reporting Person
With (6) Shared Voting
Power 0
(7) Sole
Dispositive
Power 100,000
(8) Shared
Dispositive
Power 0
(9) Aggregate Amount Beneficially
Owned by Each Reporting Person 100,000
(10) Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares (See Instructions)
(11) Percent of Class Represented
by Amount in Row (9) 6.91
(12) Type of Reporting Person BK
(See Instructions)
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Under the Securities and Exchange Act of 1934)
Item 1(a) Name of Issuer:
Dart Group Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
3300 75th Avenue
Landover, MD 20785
Item 2 (a) Name of Person Filing:
Mellon Bank Corporation and its Subsidiaries
(including but not limited to the
Subsidiaries of The Boston Company, Inc.) as
listed on Exhibit I
Item 2(b) Address of Principal Business Office, or if None,
Residence:
Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Item 2(c) Citizenship:
United States
Item 2(d) Title of Class of Securities:
Dart Group Corporation Common Stock
Item 2(e) CUSIP Number:
2374151-104
Item 3 If this statement is filed pursuant to Rules
13d-1(b), or 13d-2(b), check whether the
person filing is a:
(a) [ ] Broker or Dealer registered under
Section 15 of the Act.
(b) [X] Bank as defined in Section 3(a)(6) of
the Act.
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SCHEDULE 13G (Continued)
(c) [ ] Insurance Company as defined in Section
3(a)(19) of the Act.
(d) [ ] Investment Company registered under
Section 8 of the Investment Company Act.
(e) [ ] Investment Advisor registered under
Section 203 of the Investment Advisers
Act of 1940.
(f) [ ] Employee Benefit Plan, Pension Fund
which is subject to the provisions of
the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see
Section 240.13d-1(b)(1)(ii)(F).
(g) [X] Parent Holding Company, in accordance
with Section 240.13-d(1)(b)(ii)(G).
(Note: See Item 7)
(h) [ ] Group, in accordance with Section
240.13d(1)(b)(ii)(H).
Item 4 Ownership:
(a) Amount beneficially owned: 141,000*
* See Exhibit II (C).
(b) Percent of class: 9.74
(c) Number of shares as to
which person has:
(i) Sole power to vote or
to direct the vote: 141,000
(ii) Shared power to vote
or to direct the vote: 0
(iii) Sole power to dispose
or to direct the
disposition of shares: 141,000
(iv) Shared power to dispose
or to direct the
disposition of shares: 0
Item 5 Ownership of Five Percent or Less of a Class:
N/A
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SCHEDULE 13G (Continued)
Item 6 Ownership of More than Five Percent on Behalf of
Another Person:
All of the securities are beneficially owned by
Mellon Bank Corporation and subsidiaries in their
various fiduciary capacities. As a result,
another entity in every instance is entitled to
dividends or proceeds of sale. The number of
individual accounts holding an interest of 5% or
more is 0.
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported by the
Parent Holding Company:
This Schedule is filed on behalf of Mellon Bank
Corporation and its Subsidiaries (including but
not limited to the Subsidiaries of The Boston
Company, Inc.) as listed on Exhibit I
Item 8 Identification and Classification of Members of the
Group:
N/A
Item 9 Notice of Dissolution of Group:
N/A
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.
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 9, 1994
MELLON BANK CORPORATION BOSTON SAFE DEPOSIT AND
TRUST COMPANY
By /s/ Michael E. Bleier By /s/ Stephen A. Yoder
Michael E. Bleier Stephen A. Yoder
General Counsel Assistant General
Counsel
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<PAGE>
EXHIBIT I
The shares reported on the attached Form 13G are held by the
following subsidiaries of Mellon Bank Corporation (including but
not limited to the Subsidiaries of The Boston Company, Inc.) as
marked (X):
(A) (X) Boston Safe Deposit and Trust Company
Boston Safe Deposit and Trust Company of California
Boston Safe Deposit and Trust Company of New York
(X) Mellon Bank, N.A.
Mellon Bank (Delaware) National Association
Mellon Bank (MD)
(B) Franklin Portfolio
Laurel Capital Advisors
(X) Mellon Capital Management Corporation
Mellon Equity Associates
The Boston Company Advisors, Inc.
The Boston Company Financial Strategies, Inc.
(X) The Boston Company Institutional Investors, Inc.
The Item 3 classification of each of the subsidiaries
listed under (A) above is "Item 3(b) Bank as defined in Section
3(a)(6) of the Act."
The Item 3 classification of each of the subsidiaries
listed under (B) above is "Item 3 (e) Investment Advisor
registered under Section 203 of the Investment Advisers Act of
1940."
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<PAGE>
EXHIBIT II
(A) Mellon Bank, N.A. is the trustee of the issuer's
employee benefit plan (the "Plan") which is subject to ERISA.
The securities reported include all shares held of record by
Mellon Bank, N.A. as trustee of the Plan. The reporting
person, however, disclaims beneficial ownership of all shares
that have been allocated to the individual accounts of employee
participants in the Plan for which directions have been
received and followed.
(B) This number includes securities not outstanding which
are subject to options, warrants, rights or conversion
privileges that are exercisable within 60 days.
(C) The filing of this Schedule 13G shall not be construed
as an admission that Mellon Bank Corporation, or its
subsidiaries and affiliates, including Mellon Bank, N.A., are,
for the purposes of this Section 13(d) or 13(g) of the Act, the
beneficial owners of any securities covered by this Schedule
13G.
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EXHIBIT III
to
SCHEDULE 13G
under the
Securities Exchange Act of 1934
The Boston Company, Inc. and its various subsidiaries (collectively referred
to as "TBC"), One Boston Place, Boston, Massachusetts hereby disclaim
beneficial ownership of the securities referred to in the Schedule 13G to
which this Exhibit is attached, and the filing of this Schedule 13G shall not
be construed as an admission that TBC is, for the purpose of Section 13(d) or
13(g) of the Securities Exchange Act of 1934, the beneficial owner of any
securities covered by this Schedule 13G.
Pursuant to Rule 13d-1(f)(1) and subject to the proceeding disclaimer, TBC
affirms it is individually eligible to use Schedule 123G and agrees that this
Schedule is filed on its behalf, and authorizes the General Counsel, any
Assistant General Counsel and any Associate Counsel of Mellon Bank
Corporation, each with power to act singly, to file and sign this statement on
behalf of TBC.
THE BOSTON COMPANY, INC.
By:/s/Charles C. Cutrell, III
Name: Charles C. Cutrell, III
Title: Counsel
