SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Grey Advertising, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class and Securities)
397838103
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(CUSIP Number of Class of Securities)
* 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 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).
(Continued on following page(s))
CUSIP No. 397838103 13G
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(1) NAMES OF REPORTING PERSONS
Southeastern Asset Management, Inc. I.D. No. 62-0951781
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
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:(5) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : 16,191 shares
OWNED BY EACH REPORTING PERSON --------------------------------
WITH :(6) SHARED OR NO VOTING POWER
(Includes Non-Discretionary)
: 14,600 shares (Shared)
4,400 shares (None)
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:(7) SOLE DISPOSITIVE POWER
: (Discretionary Accounts)
: 20,591 shares
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:(8) SHARED DISPOSITIVE POWER
(Includes Non-Discretionary)
: 14,600 shares
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(Discretionary & Non-discretionary Accounts)
35,191 shares
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.9 %
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(12) TYPE OF REPORTING PERSON
IA
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CUSIP No. 397838103 13G
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(1) NAMES OF REPORTING PERSONS
O. Mason Hawkins I.D. No. ###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of United States
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:(5) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON --------------------------------
WITH :(6) SHARED VOTING POWER
: None
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:(7) SOLE DISPOSITIVE POWER
: None
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:(8) SHARED DISPOSITIVE POWER
: None
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (See Item 3 )
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
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(12) TYPE OF REPORTING PERSON
IN
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This Amendment Number 7 to Schedule 13G is being filed to show
that the filing parties no longer have a beneficial ownership
interest in the Securities of the Issuer. As a result, the
ownership tables and Items 4 and 5 are hereby amended.
Item 4. Ownership:
(a). Amount Beneficially Owned: (At 3/31/98)
35,191 shares
(b). Percent of Class: 3.9 %, based on 904,000 shares of
Common Stock outstanding.
(c). Number of shares as to which such person has:
(i). sole power to vote or to direct the vote:
16,1910 shares
(ii). shared or no power to vote or to direct the vote:
Shared - 14,600 shares. Securities owned by
Longleaf Partners Small-Cap Fund, a series of
Longleaf Partners Funds Trust, an open-end
management investment company registered under the
Investment Company Act of 1940.
No power to vote - 4,400 shares.
(iii). sole power to dispose or to direct the disposition
of: 20,591 shares
(iv). shared power to dispose or to direct the
disposition of: 14,600 shares. Securities owned
by Longleaf Partners Small-Cap Fund, a series of
Longleaf Partners Funds Trust, an open-end
management investment company registered under the
Investment Company Act of 1940.
Item 5. Ownership of Five Percent or Less of a Class: This
amendment is being filed to show that the filing parties
now own less than 5% of the class of Securities.
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
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.
Signatures
After reasonable inquiry and to the best of the knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this statement is true, complete, and
correct.
Dated: April 6, 1998
Southeastern Asset Management, Inc.
By /s/ Charles D. Reaves
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Charles D. Reaves
Vice President and General Counsel
O. Mason Hawkins, Individually
/s/ O. Mason Hawkins
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Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, the persons or entities named below agree to the joint
filing on behalf of each of them of this Schedule 13G with respect
to the Securities of the Issuer and further agree that this joint
filing agreement be included as an exhibit to this Schedule 13G. In
evidence thereof, the undersigned hereby execute this Agreement as
of the 6th day of April, 1998.
Southeastern Asset Management, Inc.
By /s/ Charles D. Reaves
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Charles D. Reaves
Vice President & General Counsel
O. Mason Hawkins, Individually
/s/ O. Mason Hawkins
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