UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)
VANGUARD CELLULAR SYSTEMS, INC.
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
922022 10 8
(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).
<PAGE>
CUSIP No. 92022 10 8 SCHEDULE 13G
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
H. Smith Richardson, Jr.
###-##-####
2) Check the Appropriate Box if a Member of a Group
(a)
(b) X
3) SEC Use Only
4) Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person With
5) Sole Voting Power
Less than 5 percent
6) Shared Voting Power
Less than 5 percent
7) Sole Dispositive Power
Less than 5 percent
8) Shared Dispositive Power
Less than 5 percent
9) Aggregate Amount Beneficially Owned by Each Reporting
Person
Less than 5 percent
10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares
11) Percent of Class Represented by Amount in Row 9
Less than 5 percent
12) Type of Reporting Person
IN
<PAGE>
Item 1 (a) Name of Issuer:
Vanguard Cellular Systems, Inc.
(b) Address of Issuer's Principal Executive Offices:
2002 Pisgah Church Road, Suite 300
Greensboro, N.C. 27455
Item 2 (a) Name of Person Filing:
H. Smith Richardson, Jr.
(b) Address of Principal Business Office, or, if none,
Residence:
6246 Head Road
Wilmington, N.C. 28409
(c) Citizenship:
United States
(d) Title of Class of Securities:
Class A Common Stock, par value $.01 per share
(e) CUSIP Number:
922022 10 8
Item 3 Type of Filing:
Not Applicable.
Item 4 Ownership (at December 31, 1994):
Not Applicable. Percent of the class owned does not
exceed 5 percent.
Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact
that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five
percent of the class of securities, check the
following: X.
Item 6 Ownership of More than Five Percent on Behalf of
Another Person:
Not applicable.
<PAGE>
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:
Not applicable.
<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.
\S\ H. Smith Richardson, Jr.
H. Smith Richardson, Jr.
Date: February 8 , 1995
