MERCANTILE STORES CO INC
SC 13G, 1998-02-10
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. 19)*

                         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

                                 10,484,875
         NUMBER OF 
                            ---- -----------------------------------------------
          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  378,037
               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  4,221,478
               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 interest 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  14,897,745  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 9, 1998

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


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



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