UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington D.C. 20549
SCHEDULE 13-G/A
Under the Securities Exchange Act
of 1934 (Amendment No.
21)
Name of Issuer: MEREDITH CORPORATION
Title of Class of Securities: CLASS A
COMMON STOCK,
PAR VALUE
$1.00 PER SHARE
CUSIP Number: 589433101
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.)
*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).
CUSIP No. 589433101 13G\A
1. NAME OF REPORTING PERSON: Frederick B. Henry
S.S. IDENTIFICATION NO. OF ABOVE PERSON: ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X] 3.
SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: U.S.A.
NUMBER OF 5. SOLE VOTING POWER: 709,352
SHARES
BENEFICIALLY 6. SHARED VOTING POWER: 544,608
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 709,352
REPORTING
PERSON 8. SHARED DISPOSITIVE POWER: 544,608
WITH
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
1,253,960 *
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 3%
12. TYPE OF REPORTING PERSON: IN
Item 1 (a) Meredith Corporation
(b) 1716 Locust Street, Des Moines, IA 50309-3023
Item 2 (a) Frederick B. Henry
(b) 120 Wooster Street, 4th Floor
New York, NY 10012-1657
(c) The person filing this
statement is
a citizen of the United
States
(d) Common Stock
(e) 589433101
Item 3 Not applicable
Item 4 The information furnished herein is as of
December 31, 1999
(a) Amount beneficially owned: 1,253,960*
(b) Percent of class: 3%
(c) Number of shares as to which such person has
(i) Sole power to vote or to direct
the vote: 709,352
(ii) Shared power to vote or to direct
the vote: 544,608
(iii) Sole power to dispose or to direct
the disposition of: 709,352
(iv) Shared power to dispose or to direct
the disposition of: 544,608
Item 5 Not applicable
Item 6 Other persons, including Norwest Bank Iowa, N.A.,
Des Moines,
Iowa, and Bankers Trust Company, Des Moines, Iowa,
have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the
sale of, the shares of Meredith Corporation stock
referred to above.
Item 7 Not applicable
Item 8
Not applicable
Item 9
Not applicable
Item 10
Not applicable
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.
Dated: February 1, 2000
_______________
________
John S.
Zieser
Attorney-in-
Fact for:
Frederick B.
Henry
Directo
r
*In addition to the shares of Common Stock set forth
herein,
Frederick B. Henry is the beneficial owner of shares of Class B
stock of the corporation. The Class B stock has 10 votes per share
on most matters, including the election of directors, but is not
transferable except to members of the family of the holder or
certain other related entities. The Class B stock, however, is
convertible, share for share, at any time into fully transferable
Common Stock without the payment of any consideration. Accordingly,
the Common Stock into which the Class B stock is convertible would
be deemed beneficially owned by the holder thereof pursuant to Rule
13d-3. Giving effect to the conversion of the Class B stock
beneficially owned by Mr. Henry (but not giving effect to the
conversion of any other Class B stock), Mr. Henry would
beneficially own 8% of the Common stock of the company.
