UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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).
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CUSIP No. 922022 10 8 SCHEDULE 13G
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stuart S. Richardson
###-##-####
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
217,366 shares
6) Shared Voting Power
1,913,319 shares
7) Sole Dispositive Power
217,366 shares
8) Shared Dispositive Power
1,913,319 shares
9) Aggregate Amount Beneficially Owned by Each Reporting Person
2,130,685 shares
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
X
11) Percent of Class Represented by Amount in Row 9
5.12 percent
12) Type of Reporting Person
IN
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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, North Carolina 27455
Item 2(a). Name of Person Filing:
Stuart S. Richardson
(b). Address of Principal Business Office, or, if none,
Residence:
Lexington Global Asset Managers
Park 80 West, Plaza II
Saddle Brook, NJ 07662
(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, 1996):
If the percent of the class owned, as of
December 31 of the year covered by the statement,
or as of the last day of any month described in
Rule 13d-1(b)(2), if applicable, exceeds five
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percent, provide the following information as of
that date and identify those shares which there is
a right to acquire.
(a) Amount Beneficially Owned:
2,130,685 shares of which 20,936 shares are
owned directly, 16,800 held by an IRA for
Mr. Richardson, 47,380 shares are held of
record by various trusts of which
Mr. Richardson is the sole trustee, 112,356
shares are held of record by various trusts
of which Mr. Richardson is one of several
trustees, 12,247 shares are owned by
Mr. Richardson's spouse and 132,250 shares
Mr. Richardson has the right to acquire
pursuant to presently exercisable stock
options granted to him by the Company. The
shares shown as beneficially owned by Mr.
Richardson also include shares owned by
various other trusts and a foundation
of which Mr. Richardson is a trustee,
including 372,882 shares held by the H. Smith
Richardson Testamentary Trust, 1,020,292
shares held by the Smith Richardson
Foundation, and 395,542 shares held by the
Grace Jones Richardson Testamentary Trust.
The shares shown as beneficially owned do not
include 63,586 shares held in trusts for the
benefit of his children. Beneficial ownership
of the 63,586 shares is denied.
(b) Percent of Class:
5.12 percent
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
217,366 shares
(ii) shared power to vote or to direct the vote
1,913,319 shares
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(iii) sole power to dispose or to direct the
disposition of
217,366 shares
(iv) shared power to dispose or to direct the
disposition of
1,913,319 shares
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable.
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:
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/ Stuart S. Richardson
Stuart S. Richardson
Date: February 4, 1997
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