UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 9)
General Host Corporation
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
370064 10 7
(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 the 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.)
Page 1 of 4 pages
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Page 2 of 4 pages
All information as of December 31, 1996
CUSIP No. 370064 10 7
1 Name of reporting person: Harris J. Ashton
S.S. or I.R.S. Identification No. of Above Person: ###-##-####
2 Check Appropriate Box if a member of a group* (a) [ ]
(b) [ ]
3 SEC use only
4 Citizenship or Place of Organization: United States
Number of 5 Sole Voting Power
Shares 1,532,157
Beneficially 6 Shared Voting Power
Owned by 0
Each 7 Sole Dispositive Power
Reporting 1,532,157
Person With 8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially owned by each reporting person:
1,814,561
10 Check Box if the Aggregate amount in Row (9) excludes
certain shares [X]
11 Percent of Class Represented by Amount in Row (9):
7.71%
12 Type of Reporting Person: IN
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Item 1(a) Name of Issuer:
General Host Corporation
Item 1b Address of Issuer's Principal Executive Offices:
Metro Center, One Station Place, P.O. Box 10045
Stamford, Connecticut 06904
Item 2a Name of Person Filing: Harris J. Ashton
Item 2b Address of Principal Business Office:
Metro Center, One Station Place, P.O. Box 10045
Stamford, Connecticut 06904
Item 2c Citizenship: United States
Item 2d Title of Class of Securities: Common Stock, $1.00 Par Value
Item 2e CUSIP Number: 370064-10-7
Item 3 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
Not Applicable
Item 4 Ownership as of December 31, 1996:
(a) Amount beneficially owned: 1,814,561 shares, including 240,000
shares subject to options outstanding and exercisable on or within
60 days after December 31, 1996 (excludes 23,621 shares directly
owned and 10,627 shares beneficially owned by Reporting Person's
wife, and 65,087 shares owned by a foundation of which Reporting
Person is an officer. Reporting Person disclaims beneficial
ownership of these shares).
(b) Percent of class: 7.71%
(c) Number of shares as to which Reporting Person has:
(i) sole power to vote or direct to vote: 1,532,157 shares
(ii) shared power to vote or direct to vote: 0 shares
(iii) sole power to dispose of or direct disposition of:
1,532,157 shares
(iv) shared power to dispose of or direct disposition of:
0 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.
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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: January 31, 1997
/S/ HARRIS J. ASHTON
Harris J. Ashton
