SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Waban, Inc.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
929394104
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(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
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).
(Continued on following page(s))
Page 1 of 5 Pages
2045978.01
<PAGE>
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CUSIP NO. 929394104 13G Page 2 of 5 Pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David J. Greene and Company
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2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [xx]
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3 SEC Use Only
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4 Citizenship or Place of Organization
New York
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5 Sole Voting Power
Number of
144,200 shares
Shares
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6 Shared Voting Power
Beneficially
Owned By 1,611,800 shares
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Each 7 Sole Dispositive Power
Reporting
144,200 shares
Person
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8 Shared Dispositive Power
With
2,282,850 shares
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9 Aggregate Amount Beneficially Owned By Each Reporting Person
2,427,050 shares
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10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares*
[ ]
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11 Percent of Class Represented By Amount in Row 9
7.39%
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12 Type of Reporting Person*
Broker-dealer/Investment Adviser (BD/IA/PN)
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2045978.01
<PAGE>
David J. Greene and Company 3 of 5
*SEE INSTRUCTION BEFORE FILLING OUT!
The filing of this statement shall not be construed as an admission that David
J. Greene and Company is the beneficial owner of the securities covered by such
statement.
Item 1. (a) Name of Issuer.
Waban, Inc.
Item 1. (b) Address of Issuer's Principal Executive Offices.
One Mercer Road
P.O. Box 9600
Natick, MA 01760
Item 2. (a) Name of Person Filing.
David J. Greene and Company
Item 2. (b) Address of Principal Business Office.
599 Lexington Avenue, New York, NY 10022
Item 2. (c) Place of Organization.
New York
Item 2. (d) Title of Class of Securities.
Common Stock, $.01 Par Value
Item 2. (e) CUSIP Number.
929394104
Item 3. (a) David J. Greene and Company is a broker-dealer
registered under Section 15 of the Act.
(b) David J. Greene and Company is an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940.
Item 4. Ownership.
(a) Amount Beneficially Owned: 2,427,050 shares
(b) Percent of Class: 7.39%
2045978.01
<PAGE>
David J. Greene and Company 4 of 5
(c) Number of shares as to which such person has:
(i) Sole power to vote: 144,200 shares
(ii) Shared power to vote: 1,611,800 shares
(iii) Sole power to dispose of or to direct the
disposition of: 144,200 shares
(iv) Shared power to dispose or to direct the
disposition of: 2,282,850 shares
Item 5. Ownership of Five Percent or Less of a Class.
Reporting person has not ceased to be the beneficial
owner of
more than five percent of the securities.
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 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.
2045978.01
<PAGE>
David J. Greene and Company 5 of 5
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 purpose or effect.
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: 2/5/96 Signature: /s/ E. Stephen Walsh
as of ------------------------
12/31/95 Name/Title: E. Stephen Walsh
General Partner and
Director of Compliance
2045978.01
