GENOVESE DRUG STORES INC
SC 13G, 1994-02-14
DRUG STORES AND PROPRIETARY 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. __)*

                   Genovese Drug Stores, Inc.
                        (Name of Issuer)

         Class A Common Stock, par value $1.00 per share
                 (Title of Class of Securities)

                            372442202
                         (CUSIP Number)


Check the following box if a fee is being paid with this
statement [X].  (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 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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                                             Page 2 of 8 Pages
CUSIP No. 372442202            13G 

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

     Donald W. Gross

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                             (a) [ ]
                                             (b) [ ]
3    SEC USE ONLY


4    CITIZENSHIP OR PLACE OF ORGANIZATION

     United States of America

NUMBER OF           5    SOLE VOTING POWER

SHARES                   0

BENEFICIALLY        6    SHARED VOTING POWER

OWNED BY                 333,301

EACH                7    SOLE DISPOSITIVE POWER

REPORTING                0

PERSON WITH         8    SHARED DISPOSITIVE POWER

                         333,301


9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     333,301 (see Annex A)

10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
     CERTAIN SHARES*
                                             [ ]

11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     7.1%

12   TYPE OF REPORTING PERSON*

     IN

              *SEE INSTRUCTIONS BEFORE FILLING OUT!
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                                             Page 3 of 8 Pages
CUSIP No. 372442202            13G 

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

     Marie A. Gross

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                             (a) [ ]
                                             (b) [ ]

3    SEC USE ONLY


4    CITIZENSHIP OR PLACE OF ORGANIZATION

     United States of America

NUMBER OF           5    SOLE VOTING POWER

SHARES                   0

BENEFICIALLY        6    SHARED VOTING POWER

OWNED BY                 333,301

EACH                7    SOLE DISPOSITIVE POWER

REPORTING                0

PERSON WITH         8    SHARED DISPOSITIVE POWER

                         333,301

9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     333,301 (see Annex A)

10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
     CERTAIN SHARES*
                                             [ ]

11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     7.1%

12   TYPE OF REPORTING PERSON*

     IN

              *SEE INSTRUCTIONS BEFORE FILLING OUT!
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                                             Page 4 of 8 Pages
Item 1(a).     Name of Issuer:

               Genovese Drug Stores, Inc.

Item 1(b).     Address of Issuer's Principal Executive Offices:

               80 Marcus Drive
               Melville, NY  11747

Item 2(a).     Name of Person Filing:

               Donald W. Gross and Marie A. Gross

Item 2(b).     Address of Principal Business Office or, if None,
               Residence:

               80 Marcus Drive
               Melville, NY  11747

Item 2(c).     Citizenship:

               United States of America

Item 2(d).     Title of Class of Securities:

               Class A Common Stock, par value $1.00 per share

Item 2(e).     CUSIP Number:

               372442202

Item 3.        If this statement is filed pursuant to Rule 13d-
               1(b), or 13d-2(b), check whether the person filing
               is a:

               Not applicable

Item 4.        Ownership 
     
               (a)  Amount Beneficially Owned

                    333,301 (see Annex A)

               (b)  Percent of Class

                    7.1%

               (c)  Number of shares as to which such persons
                    have:     

                    (i)  sole power to vote or to direct the vote

                         0


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                                             Page 5 of 8 Pages

                    (ii) shared power to vote or to direct the
                         vote   

                         333,301

                    (iii) sole power to dispose or to direct the
                          disposition of

                         0

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

                         333,301


Item 5.        Ownership of Five Percent or Less of a Class

               Not applicable

Item 6.        Ownership of More than Five Percent on Behalf of
               another Person

               Not applicable

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  

               Not applicable

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                                             Page 6 of 8 Pages

                            SIGNATURE

     After reasonable inquiry to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.


                                             February 14, 1994   
                                                  Date


                                        /s/ Donald W. Gross      
                                              Donald W. Gross


                                        /s/ Marie A. Gross       
                                              Marie A. Gross
                                        <PAGE>
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                                             Page 7 of 8 Pages

  ANNEX A TO SCHEDULE 13G OF DONALD W. GROSS AND MARIE A. GROSS

The aggregate number of shares shown as beneficially owned by the
Reporting Persons includes the effect of a 10% stock dividend
paid in January 1994.

Of the aggregate number of shares shown as beneficially owned by
the Reporting Persons, 300,846 are beneficially owned in the form
of the Issuer's Class B Common Stock, par value $1.00 per share,
which class is not registered as a class of equity securities
under the Securities Exchange Act of 1934 but which can be
converted within 60 days into an equal number of shares of the
Issuer's Class A Common Stock. 

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                                             Page 8 of 8 Pages

                        INDEX TO EXHIBITS


Exhibit No.                                                  Page

     99.1*          Agreement to Joint Filing






*Filed as Exhibit 99 pursuant to EDGAR rules.

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                                                  Exhibit 99.1

                    Agreement to Joint Filing

          The undersigned persons hereby agree pursuant to Rule
13d-1(f) under the Securities Exchange Act of 1934, as amended,
that the Schedule 13G relating to the Class A Common Stock, par
value $1.00 per share, of Genovese Drug Stores, Inc. to which
this Agreement is attached is filed on behalf of each of them.

          IN WITNESS WHEREOF, the undersigned have duly signed
this Agreement this 14th day of February, 1994.


                                                                 
                                        /s/Donald W. Gross       
                                             Donald W. Gross


                                        /s/Marie A. Gross        
                                              Marie A. Gross




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