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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.: *
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)
January 13, 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 [ ].
Check the following line 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
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 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:
1,193,700
9. Sole Dispositive Power:
10. Shared Dispositive Power:
1,193,700
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,193,700
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)
5.13%
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:
285,000
8. Shared Voting Power:
1,193,700
9. Sole Dispositive Power:
285,000
10. Shared Dispositive Power:
1,193,700
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,478,700
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)
6.36%
14. Type of Reporting Person
IN
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The purpose of this Schedule 13D is to report 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") of 5.13% and 6.36%, respectively of
the Shares outstanding.
Item 1. Security and Issuer
The title of the class of equity securities to which
this statement relates is: Common Stock, $1.00 par
value, in General Host Corporation.
The name and address of the principal executive and
business office of the Issuer is:
General Host Corporation
MetroCenter One Station Place
P.O. Box 10045
Stamford, Connecticut 06904
Item 2. Identity and Background
This statement is being filed on behalf of Regan
Partners, L.P. and Basil P. Regan. Mr. Regan is the
general partner of the Partnership, a New Jersey limited
partnership, and is the principal of Regan Fund
Management Ltd., a New York corporation. Regan Fund
Management Ltd. is the investment manager of Regan
International Fund Limited, a British Virgin Islands
Corporation (the "International Fund"), and has
investment discretion over certain managed accounts, one
of which holds Shares of the Issuer (the "managed
account").
Neither of the Reporting Persons has, during the last
five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
Neither of the Reporting Persons has, during the last
five years, been a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree or
final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal
or state securities laws or finding any violations with
respect to such laws.
Basil P. Regan is a citizen of the United States of
America.
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Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Partnership owns 1,193,700
shares and Basil P. Regan is deemed to beneficially own
1,478,700 Shares. All 1,478,700 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 were purchased for
an aggregate purchase price of $4,558,539. 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
The Shares deemed to be beneficially owned by the
Reporting Persons were acquired for, and are being held
for, investment purposes. The Reporting Persons have no
plan or proposal which relates to, or would result in,
any of the actions enumerated in Item 4 of the
instructions to Schedule 13D.
Item 5. Interest in Securities of Issuer
As of the date hereof, the Partnership owns 1,193,700
shares and Basil P. Regan is deemed to be the beneficial
owner of 1,478,700 Shares. Based on the Issuer's filing
on Form 10-Q on December 18, 1996, as of December 18,
1996 there were 23,249,345 Shares outstanding.
Therefore, the Partnership owns 5.13% and Basil P. Regan
is deemed to beneficially own 6.36% 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. All transactions in the Shares
effected by the Reporting Persons during the sixty days
prior to January 13, 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
The Reporting Persons have no contract, arrangement,
understanding or relationship with any person with
respect to the Shares.
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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 iled
herewith as Exhibit A.
2. A description of the transactions in the
Shares that were effected by the Reporting
Persons during the 60 days prior to
January 13, 1997 through the date of this
filing is filed herewith as Exhibit B.
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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
January 23, 1997
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AGREEMENT
The undersigned agree that this Schedule 13D dated
January 23, 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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Exhibit B
SCHEDULE OF TRANSACTIONS
Price Per Share
Date Shares Purchased or (Sold) (excluding commission)
____ __________________________ _____________________
11/13/96 10,000 $3.175
11/15/96 25,000 3.175
12/02/96 100,000 3.525
12/02/96 40,000 3.7188
12/02/96 50,000 3.75
12/02/96 25,000 3.88
12/03/96 10,000 3.75
12/10/96 10,000 3
12/10/96 10,000 3.175
12/11/96 30,000 2.875
12/13/96 10,000 2.75
12/26/96 30,000 2.875
12/31/96 25,000 2.75
01/06/97 10,000 2.75
01/09/97 43,700 2.6948
01/10/97 45,000 2.8056
01/10/97 10,000 2.875
01/10/97 45,000 2.864
01/10/97 20,000 2.986
01/10/97 25,000 3.1095
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Price Per Share
Date Shares Purchased or (Sold) (excluding commission)
____ __________________________ _____________________
01/10/97 25,000 3.175
01/10/97 25,000 2.75
01/13/97 85,000 3.25
01/13/97 75,000 3.167
01/13/97 25,000 3.20
01/14/97 20,000 3.175
01/16/97 25,000 3
01/17/97 15,000 2.875
01/17/97 36,400 3
01/17/97 38,600 3.175
01/17/97 15,000 2.875
01/20/97 50,000 3.3125
01/21/97 20,000 3.175
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01394002.AB3
