MERCANTILE STORES CO INC
SC 13G, 1997-02-13
DEPARTMENT 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. 18)*

                         MERCANTILE STORES COMPANY, INC.
                                (Name of Issuer)

                        Common Stock, $.14-2/3 par value
                         (Title of Class of Securities)

                                   587533 10 0
                                 (CUSIP Number)




* 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).



<PAGE>


CUSIP No.  587533 10 0

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

                   Minot Mercantile Corporation


- --------- ----------------------------------------------------------------------
   2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP              (a) [ ]
                                                                        (b) [ ]

- --------- ----------------------------------------------------------------------
   3      SEC USE ONLY


- --------- ----------------------------------------------------------------------

   4      CITIZEN OR PLACE OF ORGANIZATION

                   Delaware

- --------- ----------------------------------------------------------------------
                            5    SOLE VOTING POWER

         NUMBER OF                 10,484,875
                            ---- -----------------------------------------------
           SHARES           6    SHARED VOTING POWER

        BENEFICIALLY                  None
                            ---- -----------------------------------------------
       OWNED BY EACH        7    SOLE DISPOSITIVE POWER

         REPORTING                 10,484,875
                            ---- -----------------------------------------------
          PERSON            8    SHARED DISPOSITIVE POWER

           WITH                       None
- ------- ------------------------------------------------------------------------
9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            10,484,875
- ------- ------------------------------------------------------------------------
10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES


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

            28.46%
- ------- ------------------------------------------------------------------------
12      TYPE OF REPORTING PERSON

            CO
- ------- ------------------------------------------------------------------------

<PAGE>




Item 6 is changed to read in its entirety as follows:

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

                       Woodbank Mills, Inc. owned 49.6% of the common stock of
                Minot   Mercantile   Corporation   (49.6%   of  its   voting
                securities). Woodbank Mills, Inc. owned 27,413 shares (.07%)
                of the Common Stock of the Company.

                         Gerrish H. Milliken may be deemed to be a controlling
                person of each of Minot  Mercantile  Corporation  and Woodbank
                Mills,  Inc., and therefore may be deemed to be the beneficial
                owner of, and to share the power to direct  the voting  and/or
                the  disposition  of, Common Stock of the Company held by such
                corporations.  In addition, Gerrish H. Milliken, a director of
                the Company, and his spouse had direct and remainder interests
                in 101,063 shares (.27%) of the Company's Common Stock held in
                trusts. Gerrish H. Milliken is also the beneficial owner of an
                additional  378,353  shares  (1.03%) of the  Company's  Common
                Stock as a trustee of certain trusts.

                         Roger  Milliken  may be  deemed  to be a  controlling
                person of each of Minot  Mercantile  Corporation  and Woodbank
                Mills,  Inc., and therefore may be deemed to be the beneficial
                owner of, and to share the power to direct  the voting  and/or
                the  disposition  of, Common Stock of the Company held by such
                corporations.  In addition,  Roger Milliken, a director of the
                Company,  and his spouse had direct and remainder interests in
                121,560  shares (.33%) of the  Company's  Common Stock held in
                trusts.  Roger  Milliken  is also the  beneficial  owner of an
                additional  4,221,764  shares (11.46%) of the Company's Common
                Stock as a trustee and an advisor of certain trusts.

                         Minot K.  Milliken may be deemed to be a  controlling
                person of each of Minot  Mercantile  Corporation  and Woodbank
                Mills,  Inc., and therefore may be deemed to be the beneficial
                owner of, and to share the power to direct  the voting  and/or
                the  disposition  of, Common Stock of the Company held by such
                corporations.  In addition,  Minot K. Milliken,  a director of
                the Company, had direct interests in 454,536 shares (1.23%) of
                the Company's  Common Stock held in trusts.  Minot K. Milliken
                is also the beneficial  owner of an additional  400,119 shares
                (1.09%)  of the  Company's  Common  Stock as a trustee  and an
                advisor of certain trusts.

                         Gerrish  H.  Milliken,  Minot K.  Milliken  and Roger
                Milliken,  and their  respective  associates,  as that term is
                defined  by  the  rules  of  the   Securities   and   Exchange
                Commission,  owned beneficially a maximum of 14,898,031 shares
                (40.43%) of the Common Stock of the Company. The shares listed
                as beneficially owned by each of Gerrish H. Milliken, Minot K.
                Milliken  and  Roger   Milliken   include   shares  listed  as
                beneficially owned by one or both of the other two. Where such
                duplication  exists,  it has been  eliminated  for purposes of
                this paragraph.



                                    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:  February 10, 1997

                                                   /s/ Minot K. Milliken
                                              ---------------------------------
                                              Signature


                                              Minot K. Milliken, Vice President
                                              ---------------------------------
                                              Name/Title



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