UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Scientific Atlanta, Inc.
(Amendment 2)
Common
80865510
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
give 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).
CUSIP NO. 80865510 13G
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SunTrust Banks, Inc. as Parent Holding Company for SunTrust Banks of
Georgia, Inc.; SunTrust Banks of Florida, Inc. and SunTrust Banks of
Tennessee, Inc. and in various fiduciary capacities.
58-1575035
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) _______
(B) _______
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
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NUMBER OF 5. SOLE VOTING POWER
SHARES 1,043,691
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BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 20,568
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EACH 7. SOLE DISPOSITIVE POWER
REPORTING 170,877
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PERSON 8. SHARED DISPOSITIVE POWER
WITH 15,868
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,067,159
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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
1.38%
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12. TYPE OF REPORTING PERSON*
HC and BK
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Item 1(a) Name of Issuer:
- --------- --------------
Scientific Atlanta, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
- --------- -----------------------------------------------
One Technology Parkway South
Norcross, Georgia 30092-2967
Item 2(a) Name of Person Filing:
- --------- ---------------------
SunTrust Banks, Inc. as Parent Holding Company for SunTrust
Banks of Georgia, Inc.; SunTrust Banks of Florida, Inc. and
SunTrust Banks of Tennessee, Inc. and in various fiduciary
capacities.
Item 2(b) Address of Principal Business Office(s):
- --------- ---------------------------------------
25 Park Place, N.E.
Atlanta, Georgia 30303
Item 2(c) Citizenship:
- --------- -----------
SunTrust Banks, Inc. is a Georgia corporation; SunTrust Banks
of Georgia, Inc. is a Georgia corporation; SunTrust Banks of
Florida is a Florida corporation; SunTrust Banks of Tennessee
is a Tennessee corporation.
Item 2(d) Title of Class of Securities:
- --------- ----------------------------
Common
Item 2(e) CUSIP Number:
- --------- ------------
80865510
Item 3 Type of Person:
- ------ --------------
(b) Bank as defined in section 3(a)(6) of the Act.
(g) Parent holding company, in accordance with para. 240,13d-
1(1)(ii)(H).
Item 4 Ownership:
- ------ ---------
Amount Beneficially Owned. 1,067,159
(b) Percent of Class: 1.38%
(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote: 1,043,691
(ii) Shared power to vote or to direct the vote: 20,568
(iii) Sole power to dispose or to direct the disposition of:
170,877
(iv) Shared power to dispose or the direct the disposition
of: 15,868
Item 5 Ownership of Five Percent or Less of Class:
- ------ ------------------------------------------
X
Item 6 Ownership of More than 5 Percent of 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:
- ------ ---------------------------------------------------------
Not Applicable
Item 9 Notice of Dissolution of Group:
- ------ ------------------------------
Not Applicable
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 of such securities and
were not acquired in connection with or as a participant in any
transaction having such purpose 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.
Dated: August 28, 1997
SunTrust Banks, Inc.
By /s/ Cynthia S. Walker
-------------------------
Cynthia S. Walker, Assistant Vice President
STI Trust & Investment Operations, Inc. as agent for
SunTrust Banks, Inc.
SunTrust Banks, Inc.
25 Park Place, N.E.
Atlanta, Georgia 30303
August 28, 1997
Ladies and Gentlemen:
There is hereby transmitted for filing pursuant to Section 13(g) of
the Securities Exchange Act of 1934 and Rule 13G thereunder a
Schedule 13G relating to beneficial ownership of less than 5% by
SunTrust Banks, Inc. and its subsidiaries of shares of Scientific Atlanta,
Inc. Common Stock.
Please call the undersigned at (404) 581-1475 if you have any questions.
Sincerely,
/s/ Cynthia S. Walker
- ---------------------
Cynthia S. Walker
Assistant Vice President
STI Trust & Investmemt Operations, Inc. as agent for SunTrust Banks, Inc.
cc: Scientific Atlanta, Inc.
New York Stock Exchange
