SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
MEM Company, Inc.
(Name of Issuer)
Common Stock, par value $.05 per share
(Title of Class of Securities)
585-871-10-6
(CUSIP NUMBER)
Elizabeth C. Mayer Grantor Trust dated December 14, 1988
MEM Company, Inc.
Northvale, New Jersey 07647
(201) 767-0100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 4, 1996
(Date of Event which Requires Filing
of this Statement)
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 statement because of Rule 13d-1
(b)(3) or (4), check the following box.
Check the following box if a fee is being paid with the
statement.
CUSIP No. 585-871-10-6
13D
1 NAME OF REPORTING
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elizabeth C. Mayer Grantor Trust dated 10/26/88
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
0WNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Schedule 13D as previously amended is hereby further amended
as follows:
Item 4. Purposes of Transaction.
_______________________
The Company, Renaissance Cosmetics, Inc. ("RCI")
and Renaissance Acquisition, Inc., a wholly-owned
subsidiary of RCI ("RAI"), entered into an
Agreement and Plan of Merger, dated as of August
6, 1996 (the "Merger Agreement"). On December 4,
1996, RAI was merged with and into MEM (the
"Merger"), all of the issued and outstanding
shares of MEM Common Stock (other than shares of
MEM Common Stock held by MEM, RCI or their
subsidiaries and by dissenters) were converted
into the right to receive $7.50 per share and MEM
became a wholly-owned subsidiary of RCI.
Item 5. Interest in Securities of the Issuer.
____________________________________
(a) As of December 4, 1996, the Trust may be
deemed to be the beneficial owner of no
shares of MEM Common Stock.
(c) As a result of the Merger, all shares of MEM
Common Stock beneficially owned by the Trust
were converted into the right to receive
$7.50 per share.
(e) On December 4, 1996, the Trust ceased to be
the beneficial owner of more than five
percent of MEM Common Stock.
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: January 7, 1997
Signature: Elizabeth C. Mayer Grantor Trust
By: /s/ Gay A. Mayer
Gay A. Mayer, Trustee
