UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Final Amendment)
HELENE CURTIS INDUSTRIES, INC.
____________________________________________________________
(Name of Issuer)
COMMON STOCK (Par Value $ 0.50 Per Share)
____________________________________________________________
(Title of Class of Securities)
423236108
____________________________________________________________
(CUSIP Number)
DAVID K. ROBBINS, ESQ.
Fried, Frank, Harris, Shriver & Jacobson
725 S. Figueroa Street, Suite 3890, Los Angeles, CA 90017
(213) 689-5800
____________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 14, 1996
____________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [ ].
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
<PAGE>
SCHEDULE 13D
CUSIP No. 423236108 Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SHAMROCK HOLDINGS OF CALIFORNIA, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
NOT APPLICABLE
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
NOT APPLICABLE
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
-0-
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH -0-
REPORTING
PERSON 10 SHARES DISPOSITIVE POWER
-0-
WITH
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH
REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
NOT APPLICABLE
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% OF COMMON STOCK
14 TYPE OF REPORTING PERSON*
CO
Page 2 of 5
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This Statement relates to the Schedule 13D, dated
May 13, 1994 (the "Schedule 13D"), by Shamrock Holdings of
California, Inc., a California corporation ("SHOC"), as
amended by Amendment No. 1 to the Schedule 13D, dated August
15, 1994 ("Amendment No. 1"), Amendment No. 2 to the
Schedule 13D, dated December 16, 1994 ("Amendment No. 2"),
Amendment No. 3, dated January 16, 1996 ("Amendment No. 3"),
and Amendment No. 4, dated February 12, 1996 ("Amendment No.
4" and, together with the Schedule 13D, Amendment No. 1,
Amendment No. 2 and Amendment No. 3, the "Amended Schedule
13D"), with regard to the common stock, par value $0.50 per
share (the "Common Stock") of Helene Curtis Industries, Inc.
(the "Company"), and constitutes the Final Amendment to the
Schedule 13D (the "Final Amendment"). The purpose of this
Final Amendment is to amend and supplement certain
information contained in the Amended Schedule 13D as set
forth below. Prior disclosure in the Amended Schedule 13D
inconsistent with this Final Amendment is hereby superseded.
Unless otherwise defined herein, all capitalized terms used
herein shall have the meanings set forth in the Amended
Schedule 13D.
1. Item 4 is hereby amended to add the following:
ITEM 4. PURPOSE OF TRANSACTION.
After the public announcement on February 14, 1996,
that a subsidiary of Unilever N.V. and the Company had
signed a definitive merger agreement pursuant to which the
subsidiary would acquire all the outstanding shares of the
Company for a cash price of $70 per share, SHOC decided to
sell, and subsequently sold, all of its shares of Common
Stock of the Company.
2. Item 5 is hereby amended to add the following:
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, SHOC does not own any
shares of Common Stock of the Company.
(b) Not applicable.
Page 3 of 5
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(c) All transactions in shares of Common Stock
effected by SHOC during the 60 days preceding the Event Date
reported on page 1 of this Statement and since such date are
set forth below. All of the shares of Common Stock were
disposed of in the open market on the New York Stock
Exchange through normal brokerage transactions.
<TABLE>
<CAPTION>
Trade Date No. of Shares Price Per Share*
<S> <C> <C>
2/14/96 17,600 69.065
2/14/96 12,400 69.218
2/14/96 2,000 69.143
2/14/96 400,000 69.190
2/14/96 47,600 69.315
2/14/96 25,000 69.378
2/14/96 10,000 69.440
<FN>
_______________
*Net after payment of commissions
</TABLE>
Page 4 of 5
<PAGE>
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.
DATED: February 14, 1996
SHAMROCK HOLDINGS OF
CALIFORNIA, INC.
By: /s/ Stanley P. Gold
Name: Stanley P. Gold
Title: President
Page 5 of 5
