UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULE 13D-1 AND 13D-2
MGI Properties
-------------------------------------------------------
(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Class of Securities)
552885-10 5
----------------------
(CUSIP Number)
__
Check the following box if a fee is being paid with the statement /__/. (A
fee is not required only if the reporting 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 5 pages)
- ------------------------------------
* 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 on 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 1 of 5 Pages
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CUSIP No. 552885-10 5 13G Page 2 of 5 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Welch & Forbes, Inc.
#04-2530651
2. ___
(a) /___/
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
___
(b) /___/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Organized under the laws of Massachusetts
5. SOLE VOTING POWER
NUMBER OF 576,906
SHARES 6. SHARED VOTING POWER
BENEFICIALLY 35,528
OWNED BY 7. SOLE DISPOSITIVE POWER
EACH 612,434
REPORTING 8. SHARED DISPOSITIVE POWER
PERSON None
WITH
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
612,434 ___
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES /___/
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
12. TYPE OF REPORTING PERSON*
IA
Page 2 of 5 Pages
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Item 1. (a) Name of Issuer:
MGI Properties
(b) Address of Issuer's Principal Executive Offices:
One Winthrop Square, Boston, MA 02110
Item 2. (a) Name of Person Filing:
Welch & Forbes, Inc.
(b) Address of Principal Business Office of Person Filing:
45 School Street, Boston, MA 02108
(c) Citizenship:
Organized under the laws of Massachusetts
(d) Title of Class of Securities:
Common Stock, $1.00 par value
(e) CUSIP Number:
552885-10 5
Item 3. Status of Person Filing Pursuant to Rules 13d-1(b) or
13d-2(b):
Not applicable
Item 4. Ownership:
(a) Amount beneficially owned as of December 31, 1996:
See Item 9 of Cover Page
Page 3 of 5 Pages
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(b) Percent of Class: See Item 11 of Cover Page
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
See Item 5 of Cover Page
(ii) Shared power to vote or to direct the vote:
See Item 6 of Cover Page
(iii) Sole power to dispose or to direct the
disposition of: See Item 7 of Cover Page
(iv) Shared power to dispose or to direct the
disposition of: See Item 8 of Cover
Page
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:
Not applicable
Item 8. Identification and Classification of Members of the Group:
Not applicable
Item 9. Notice of Dissolution of Group:
Not applicable
Page 4 of 5 Pages
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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 participant in
any transaction having such purposes 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.
WELCH & FORBES, INC.
/s/ V. William Efthim
______________________
V. William Efthim
Vice President
Date: January 31, 1997
Page 5 of 5 Pages
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