_____________________________________________________________
_____________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
SILICON VALLEY BANCSHARES
__________________________________________________________________
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
__________________________________________________________________
(Title of Class of Securities)
827064 10 6
__________________________________________________
(CUSIP Number)
_____________________________________________________________
_____________________________________________________________
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 ben-
eficial 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 re-
porting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment con-
taining 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 1 of 5 Pages<PAGE>
CUSIP No. 827064 10 6 13G Page 2 of 5 Pages
______________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H.A. Schupf & Co., Inc.; 13-3523794
______________________________________________________________
2 CHECK THE APPROPRIATE ROW IF A MEMBER OF A GROUP*
(a) ___
(b) ___
______________________________________________________________
3 SEC USE ONLY
______________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
______________________________________________________________
5 SOLE VOTING POWER
50,000 shares
_______________________________________________
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY _______________________________________________
EACH 7 SOLE DISPOSITIVE POWER
PERSON
WITH 597,990 shares
_______________________________________________
8 SHARED DISPOSITIVE POWER
- 0 -
______________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
597,990 shares
______________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
__
[__]
______________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7%
______________________________________________________________
12 TYPE OF REPORTING PERSON*
IA
______________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
Schedule 13G
Amendment No. 3
Item 1.
(a) Name of Issuer
Silicon Valley Bancshares
(b) Address of Issuer's Principal Executive Offices
3003 Tasman Drive
Santa Clara, California 95054
Item 2.
(a) Name of Person Filing
H.A. Schupf & Co., Inc.
(b) Address of Principal Business Office
101 East 52nd Street
New York, New York 10022
(c) Citizenship
New York
(d) Title of Class of Securities
Common Stock, no par value
(e) CUSIP Number
827064 10 6
Item 3. If this statement is filed pursuant to Rule
13d-1(b), or 13d-2(b), check whether the person filing
is a:
(a) ( ) Broker or Dealer registered under Section 15
of the Act
(b) ( ) Bank as defined in Section 3(a)(6) of the Act
(c) ( ) Insurance Company as defined in Section
3(a)(19) of the Act
(d) ( ) Investment Company registered under Section 8
of the Investment Company Act
(e) (x) Investment Adviser registered under Section
203 of the Investment Advisers Act of 1940
(f) ( ) Employee Benefit Plan, Pension Fund which is
subject to provisions of Employee Retirement
Income Security Act of 1974 or Endowment Fund;
see Sec. 240.13d-1(b)(1)(ii)(F)
(g) ( ) Parent Holding Company in accordance with Sec.
240.13d-1(b)(ii)(G)
(h) ( ) Group, in accordance with Sec. 240.13d-
1(b)(1)(ii)(H).
Page 3 of 5 Pages<PAGE>
Schedule 13G
Amendment No. 3
Item 4. Ownership
(a) Amount beneficially owned: 597,990 shares
(b) Percent of class: 6.7%
(c) Number of shares as to which filing person has:
(i) Sole power to vote or to direct the vote
50,000 shares
(ii) Shared power to vote or to direct the vote
- 0 -
(iii) Sole power to dispose or to direct the disposition
of
597,990 shares
(iv) Shared power to dispose or to direct the disposi-
tion of
- 0 -
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
The reporting person holds 547,990 shares covered
by this report on behalf of other persons who have
the right to receive or the power to direct the re-
ceipt of dividends from, or the proceeds from the
sale of, such securities. The interest of any of
such persons does not exceed 5% of the class of se-
curities.
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 a Group
Not applicable
Item 9. Notice of Dissolution of Group
Not applicable
Page 4 of 5 Pages<PAGE>
Schedule 13G
Amendment No. 3
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 is-
suer of such securities and were not acquired in connec-
tion 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.
January 26, 1996
_______________________________
Date
/s/ H. Axel Schupf
_______________________________
Signature
H. Axel Schupf, President
_______________________________
Name/Title
Page 5 of 5 Pages
