SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.2)
The Rival Company
(Name of Issuer)
Common Stock
(Title of Class of Securities)
768020109
(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 8 Pages
<PAGE>
CUSIP No. 768020109 13G Page 2 of 8 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.
NUMBER OF 5 SOLE VOTING POWER
SHARES 698,600
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 698,600
PERSON 8 SHARED DISPOSITIVE POWER
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
698,600
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.18%
12 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 768020109 13G Page 3 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Quest Management Company 06-1354019
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.
NUMBER OF 5 SOLE VOTING POWER
SHARES 45,200
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 45,200
PERSON 8 SHARED DISPOSITIVE POWER
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
45,200
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.46%
12 TYPE OF REPORTING PERSON*
IA
<PAGE>
CUSIP No. 768020109 13G Page 4 of 8 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.
NUMBER OF 5 SOLE VOTING POWER
SHARES See Item 2(a) of attached schedule
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING See Item 2(a) of attached schedule
PERSON 8 SHARED DISPOSITIVE POWER
WITH
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
<PAGE>
CUSIP No. 768020109 13G Page 5 of 8 Pages
Item 1(a) Name of Issuer:
The Rival Company
Item 1(b) Address of Issuer's Principal Executive Offices:
Office of the Secretary
800 East 101st Terrace
Kansas City, MO 64131
Item 2(a) Name of Persons Filing:
Quest Advisory Corp. ("Quest"), Quest Management Company
("QMC"), and Charles M. Royce. Mr. Royce may be deemed to be a
controlling person of Quest and QMC, and as such may be deemed to
beneficially own the shares of
Common Stock of The Rival Company
beneficially owned by Quest and QMC. Mr. Royce does not own any shares
outside of Quest and QMC, and disclaims beneficial ownership of the
shares held by Quest and QMC.
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, QMC is a Connecticut General
Partnership, 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:
768020109
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
<PAGE>
CUSIP No. 768020109 13G Page 6 of 8 Pages
Item 4 Ownership
(a) Amount Beneficially Owned
Quest: 698,600
QMC: 45,200
(b) Percent of Class:
Quest: 7.18%
QMC: 0.46%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
Quest 698,600
QMC 45,200
(ii) shared power to vote or to direct the vote
Quest __________
QMC __________
(iii) sole power to dispose or to direct the disposition
of Quest 698,600
QMC 45,200
(iv) shared power to dispose or to direct the
disposition of Quest __________
QMC __________
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, QMC and Mr. Royce as
members of a group pursuant to Rule 13d-(1)(b)(ii)(H). Each of Quest
and QMC are investment advisers registered under Section 203 of the
Investment Advisers Act of 1940.
Item 9 Notice of Dissolution of Group.
NOT APPLICABLE
<PAGE>
CUSIP No. 768020109 13G Page 7 of 8 Pages
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 14, 1996
Quest Advisory Corp.
By: W. Whitney George Susan I.Grant atty - in - fact
Signature Charles M. Royce
Quest Management Company
By: W. Whitney George
Signature
<PAGE>
CUSIP No. 768020109 13G Page 8 of 8 Pages
Exhibit 1
AGREEMENT
AGREEMENT dated as of February 14, 1996 between
Quest Advisory Corp. ("Quest"), a New York corporation, Quest Management
Company ("QMC"), a Connecticut general partnership, 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 The Rival Company
to which this is attached as Exhibit 1 is filed on behalf of Quest, QMC
and Mr. Royce.
2. Each of Quest, QMC 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
QUEST MANAGEMENT COMPANY
By: W. Whitney George
Susan I. Grant atty-in-fact
Charles M. Royce
