INTERCO INC
SC 13G/A, 1995-03-16
HOUSEHOLD FURNITURE
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                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549


                                    Schedule 13G
                                  -----------------
                                  (Amendment No. 4)

                       Under the Securities Exchange Act of 1934



                                    INTERCO, INC.
                                   ----------------
                                   (Name of Issuer)



                                   COMMON STOCK
                            -----------------------------
                            (Title or Class of Securities)



                                      458507100
                                    -------------
                                    (CUSIP Number)


Check the following box 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 such class.)
(See Rule 13d-7.)



                           (Continued on following page(s))

                                   Page 1 of 4 Pages



<PAGE>


- --------------------------                 --------------------------
 CUSIP No.    458507100                        Page 2 of 4 Pages
- --------------------------                 --------------------------


- ----------------------------------------------------------------------
  1   NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
            THE TCW GROUP, INC.
            (FORMERLY KNOWN AS TCW MANAGEMENT COMPANY)
            95-3703295
- -----------------------------------------------------------------------
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                          (a) / /
                                                          (b) / /
- -----------------------------------------------------------------------
  3   SEC USE ONLY


- -----------------------------------------------------------------------
  4   CITIZEN OR PLACE OF ORGANIZATION

      NEVADA

- -----------------------------------------------------------------------
                5   SOLE VOTING POWER
                                                        2,785,006
   NUMBER OF  ---------------------------------------------------------
    SHARES      6   SHARED VOTING POWER
 BENEFICIALLY                                                   0
   OWNED BY   ---------------------------------------------------------
     EACH       7   SOLE DISPOSITIVE POWER
   REPORTING                                            2,785,006
    PERSON    ---------------------------------------------------------
     WITH       8   SHARED DISPOSITIVE POWER
                                                                0
- -----------------------------------------------------------------------
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                                        2,785,006
- -----------------------------------------------------------------------
 10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
      SHARES*

- -----------------------------------------------------------------------
 11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                                             5.4%
- -----------------------------------------------------------------------
 12   TYPE OF REPORTING PERSON

                                                            HC
- -----------------------------------------------------------------------



<PAGE>

- --------------------------                 --------------------------
  Cusip No.    458507100                        Page 3 of 4 Pages
- --------------------------                 --------------------------

    Item 1(a)  Name of Issuer:

    INTERCO, INC.

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

    101 S. HANLEY RD, ST. LOUIS, MO  63105

    Item 2(a)  Name of Person Filing:

    THE TCW GROUP, INC. (FORMERLY KNOWN AS TCW MANAGEMENT COMPANY)

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

    865 SOUTH FIGUEROA STREET, LOS ANGELES, CA  90017

    Item 2(c)  Citizenship: NEVADA

    Item 2(d)  Title or Class of Securities: COMMON STOCK

    Item 2(e)  CUSIP Number: 458507100

    Item 2.  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) [ ] Bank as defined in section 3(a)(6) of the Act
     (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 Adviser 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 240.13d-1(b)(ii)
(G) Note: See Item 7)
     (h) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)

     Item 4.  Ownership.*

     (a) Amount Beneficially Owned: 2,785,006

     (b) Percent of Class              5.4%

     (c) Number of shares as to which such person has:

     (i)  sole power to vote or to direct the vote               2,785,006
    (ii)  shared power to vote or to direct the vote                     0
    (iii) sole power to dispose or to direct the disposition of  2,785,006
    (iv)  shared power to dispose or to direct the disposition of        0

*   The filing of this Schedule 13G shall not be construed as an admission that
    the reporting person or any of its affiliates is, for the purposes 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.  In
    addition, the filing of this Schedule 13G shall not be construed as an
    admission that the reporting person or any of its affiliates is the
    beneficial owner of any securities covered by this Schedule 13G for any
    other purposes than Section 13(d) of the Securities Exchange Act of 1934.


<PAGE>


- --------------------------                 -------------------------
  Cusip No.    458507100                        Page 4 of 4 Pages
- --------------------------                 -------------------------


    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.

              The reporting person is the ultimate parent company of TCW Special
              Credits, a California general partnership and an Investment
              Adviser registered under Section 203 of the Investment Advisers
              Act of 1940.

    Item 8.   Identification and Classification of Members of the Group

              Not Applicable.

    Item 9.   Notice of Dissolution of Group

              Not Applicable.

    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 participation in any transaction having
such purpose 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:        March 14, 1995


SIGNATURE: /s/ Mohan V. Phansalkar


Name/Title:  MOHAN V. PHANSALKAR, VICE PRESIDENT


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