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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: 3
Name of Issuer: General Host Corporation
Title of Class of Securities: Common Stock, $1.00 par value
CUSIP Number: 370064107
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Peter Woodward, c/o Regan Partners, L.P., 6 East 43rd Street
New York, New York 10017; (212) 661-3442
(Date of Event which Requires Filing of this Statement)
November 25, 1997
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*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).
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CUSIP No.: 370064107
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Regan Partners, L.P.
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
New Jersey
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
536,330
9. Sole Dispositive Power:
10. Shared Dispositive Power:
536,330
11. Aggregate Amount Beneficially Owned by Each Reporting Person
536,330
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
2.20%
14. Type of Reporting Person
PN
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CUSIP No.: 370064107
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Basil P. Regan
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States of America
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
536,330
8. Shared Voting Power:
229,100
9. Sole Dispositive Power:
536,330
10. Shared Dispositive Power:
229,100
11. Aggregate Amount Beneficially Owned by Each Reporting Person
765,430
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
3.14%
14. Type of Reporting Person
IN
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The purpose of this Amendment No. 3 to the previously filed
Schedule 13D is to report that the ownership of Regan Partners,
L.P. (the "Partnership") and Basil P. Regan (together with the
Partnership, the "Reporting Persons") in the Common Stock, $1.00
par value (the "Shares"), of General Host Corporation (the
"Issuer") has decreased from 7.18% and 9.42%, respectively, of
the Shares outstanding to 2.20% and 3.14%, respectively, of the
Shares outstanding.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Partnership owns 536,330
Shares and Basil P. Regan is deemed to beneficially own
765,430 Shares. All 765,430 Shares are held by either
the Partnership, the International Fund or the managed
account. All of the Shares were purchased in open
market transactions. The Shares purchased since the
most recent filing on Schedule 13D were purchased for an
aggregate purchase price of $1,283,512.50 The funds for
the purchase of the Shares held in the Partnership, the
International Fund or the managed account have come from
the working capital of the Partnership, the
International Fund or the managed account. No funds
were borrowed to purchase any of the shares.
Item 4. Purpose of Transactions
No change.
Item 5. Interest in Securities of Issuer
As of the date hereof, the Partnership owns 536,330
Shares and Basil P. Regan is deemed to be the beneficial
owner of 765,430 Shares. Based on the Issuer's filing
on Form 10-Q on September 24, 1997, as of September 24,
1997 there were 24,413,686 Shares outstanding.
Therefore, the Partnership owns 2.20% and Basil P. Regan
is deemed to beneficially own 3.14% of the outstanding
Shares. The Reporting Persons have the sole or shared
power to vote, direct the vote, dispose of or direct the
disposition of all the Shares that they are deemed to
beneficially own. The Partnership ceased to be the
beneficial owner of more than 5% of the outstanding
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Shares on November 25, 1997 and Basil P. Regan ceased to
be deemed to be the beneficial owner of more than 5% of
the outstanding Shares on December 1, 1997. All
transactions in the Shares effected by the Reporting
Persons in the sixty days prior to November 25, 1997
through the date of this filing were effected in
open-market transactions and are set forth in Exhibit B
hereto.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
No change.
Item 7. Material to be Filed as Exhibits
1. An agreement relating to the filing of a joint
statement as required by Rule 13d-1(f) under
the Securities Exchange Act of 1934 is filed
herewith as Exhibit A.
2. A description of the transactions in the
Shares that were effected by the Reporting
Persons in the sixty days prior to
November 25, 1997 through the date of this
filing.
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Signature
The undersigned, after reasonable inquiry and to
the best of their knowledge and belief, certify that the
information set forth in this statement is true, complete
and correct.
REGAN PARTNERS, L.P.
By: /s/ Basil P. Regan
_____________________________
Basil P. Regan, General Partner
/s/ Basil P. Regan
_________________________________
Basil P. Regan
December 4, 1997
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AGREEMENT
The undersigned agree that this Schedule 13D dated
December 4, 1997 relating to the Common Stock of General
Host Corporation shall be filed on behalf of the
undersigned.
REGAN PARTNERS, L.P.
By: /s/ Basil P. Regan
_____________________________
Basil P. Regan, General Partner
/s/ Basil P. Regan
_________________________________
Basil P. Regan
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01394002.AG6
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Exhibit B
SCHEDULE OF TRANSACTIONS
Price Per Share
Date Shares Purchased or (Sold) (excluding commission)
____ __________________________ _____________________
10/6/97 133,000 $3.4375
10/6/97 (133,000) 3.4375
11/24/97 (250,000) 5.375
11/25/97 (250,000) 5.3125
11/25/97 (100,000) 5.4375
11/26/97 (250,000) 5.375
11/26/97 (50,000) 5.3125
11/28/97 (150,000) 5.3125
12/1/97 (275,000) 5.3125
12/1/97 (50,000) 5.37
12/2/97 (150,000) 5.3125
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01394002.AG6
