SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Gilbert Associates, Inc.
__________________________________________________________
(Name of Issuer)
Common
__________________________________________________________
(Title of Class of Securities)
375307105
_________
(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.)
*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 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 7 Pages
CUSIP No. 375307105 13G Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Quest Advisory Corp. 13-2579297
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5 SOLE VOTING POWER
NUMBER OF 412,236
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH 412,236
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
412,236
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!
CUSIP No. 375307105 13G Page 3 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles M. Royce ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5 SOLE VOTING POWER
NUMBER OF
SHARES See Item 2(a) of attached schedule
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
See Item 2(a) of attached schedule
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
See Item 2(a) of attached schedule
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
See Item 2(a) of attached schedule
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 375307105 13G Page 4 of 7 Pages
Item 1(a) Name of Issuer:
Gilbert Associates, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
Rt. 10 & Pheasant Road, Reading, PA 19607
Item 2(a) Name of Persons Filing:
Quest Advisory Corp. ("Quest") and Charles M. Royce.
Mr. Royce may be deemed to be a controlling person of Quest and
as such may be deemed to beneficially own the shares of Common
Stock of Gilbert Associates, Inc. beneficially owned by Quest.
Mr. Royce does not own any shares outside of Quest and disclaims
beneficial ownership of the shares held by Quest.
Item 2(b) Address of Principal Business Office of each is:
1414 Avenue of the Americas, New York, NY 10019
Item 2(c) Citizenship:
Quest is a New York Corporation and Mr. Royce is a
citizen of the U.S.A.
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
375307105
Item 3 If this statement is filed pursuant to rules 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) Investment Adviser registered under Section
203 of the Investment Advisers Act of 1940
(f) Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund
(g) Parent Holding Company
(h) X Group
CUSIP No. 375307105 13G Page 5 of 7 Pages
Item 4 Ownership
(a) Amount Beneficially Owned
Quest: 412,236
(b) Percent of Class:
Quest: 6.7
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
Quest 412,236
(ii) shared power to vote or to direct the vote
Quest
__________
(iii) sole power to dispose or to direct the
disposition of Quest 412,236
(iv) shared power to dispose or to direct the
disposition of Quest
__________
See item 2(a) above for information relating to the
beneficial ownership of Mr. Royce.
Item 5 Ownership of Five Percent or Less of a Class. ( )
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.
This filing is on behalf of Quest and Mr. Royce as
members of a group pursuant to Rule 13d-(1)(b)(ii)(H). Quest is
an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940.
CUSIP No. 375307105 13G Page 6 of 7 Pages
Item 9 Notice of Dissolution of Group.
NOT APPLICABLE
Item 10 Certification.
By signing below each of the undersigned certifies that, to
the best of its knowledge or 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.
Exhibits 1. Agreement to file Schedule 13G jointly.
________
Signature
_________
After reasonable inquiry and to the best of its knowledge
and belief, each of the undersigned certifies that the
information set forth in this statement with respect to it is
true, complete and correct.
Date: February 15, 1994
Quest Advisory Corp.
By: W. Whitney George Edward M. Lopez, atty-in-fact
________________________ _________________________
Signature Charles M. Royce
CUSIP No. 375307105 13G Page 7 of 7 Pages
Exhibit 1
AGREEMENT
_________
AGREEMENT dated as of the 15th day of February, 1994
between Quest Advisory Corp. ("Quest"), a New York corporation
and Charles M. Royce.
WHEREAS, pursuant to paragraph (f) of Rule 13d-1
promulgated under Subsection 13(d)(1) of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), the parties hereto have
decided to satisfy their filing obligations under the 1934 Act by
a single joint filing:
NOW, THEREFORE, the undersigned hereby agree as
follows:
1. The Schedule 13G with respect to Gilbert
Associates, Inc. to which this is attached as Exhibit 1 is filed
on behalf of Quest and Mr. Royce.
2. Each of Quest and Mr. Royce is responsible for the
completeness and accuracy of the information concerning such
person contained therein; provided that each person is not
responsible for the completeness or accuracy of the information
concerning any other person making such filing.
IN WITNESS WHEREOF, the undersigned hereunto set their
hands as of the date first above written.
QUEST ADVISORY CORP.
By: W. Whitney George
________________________
Edward M. Lopez, atty-in-fact
________________________
Charles M. Royce
