JOHNSON WORLDWIDE ASSOCIATES INC
SC 13D/A, 1997-11-21
SPORTING & ATHLETIC GOODS, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 5)*


                       JOHNSON WORLDWIDE ASSOCIATES, INC.               
                                (Name of Issuer)

                      Class A Common Stock, $.05 par value          
                         (Title of Class of Securities)

                                   479254 10 4                    
                                 (CUSIP Number)

      John M. Schroeder, 4041 North Main Street, Racine, Wisconsin  53402 -
                                 (414) 631-2503

       (Name, Address and Telephone Number of Person Authorized to 
                     Receive Notices and Communications)

                                November 17, 1997                    
             (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  [_]. 
   (A fee is not required only if the reporting 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.)

   Note:     Six copies of this statement, including all exhibits, should be
   filed with the Commission.  See Rule 13d-1(a) for other parties to whom
   copies are to be sent.

   *    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 disclosures provided in a prior cover page.

   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>

         CUSIP No. 479254 10 4

     1   NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

              Samuel C. Johnson
              ###-##-####

     2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*           (a)  [_]
                                                                     (b)  [X]

     3   SEC USE ONLY


     4   SOURCE OF FUNDS*

              PF and BK

     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

              United States


                     7  SOLE VOTING POWER
      NUMBER OF
                             1,962,986(1)
        SHARES

                     8  SHARED VOTING POWER
     BENEFICIALLY

                             1,135,330(1)
       OWNED BY

                     9  SOLE DISPOSITIVE POWER
         EACH

                             1,962,986(1)
      REPORTING

        PERSON
                    10  SHARED DISPOSITIVE POWER
         WITH
                             1,135,330


    11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

              3,098,316(1)

    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)

              38.8%


    14   TYPE OF REPORTING PERSON*

              IN


                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

   (1)  Takes into account shares of Class B Common Stock beneficially owned
        by the reporting person which are convertible into Class A Common
        Stock on a one share-for-one share basis.

   <PAGE>

             This amendment relates to the Class A Common Stock, $.05 par
   value (the "Class A Common Stock") of Johnson Worldwide Associates, Inc.
   (the "Company"), 1326 Willow Road, Sturtevant, Wisconsin  53177.  This
   Amendment is filed by Samuel C. Johnson, 1525 Howe Street, Racine,
   Wisconsin  53403.

   Item 3.   Source and Amount of Funds or Other Consideration.

             Item 3 is hereby amended in its entirety to read as follows:

             Mr. Johnson purchased 126,350 shares of Class A Common
        Stock for approximately $2,195,331, of which approximately
        $2,190,000 was obtained by loans made in the ordinary course of
        business by Bank of America.

   Item 5.   Interest in Securities of the Issuer.

             Item 5 is hereby amended in its entirety to read as follows:

             (a)-(b)  Information concerning the amount and percentage
        of shares of Class A Common Stock beneficially owned by the
        reporting person is set forth below.

   <TABLE>
                                                                                   Percentage of
                                    Sole            Shared                          Outstanding
                                 Voting and       Voting and       Aggregate         Shares of
    Reporting                   Dispositive      Dispositive       Beneficial         Class A
    Person                         Power            Power          Ownership        Common Stock

    <S>                        <C>              <C>               <C>               <C>
    Samuel C. Johnson          1,962,986(1)     1,135,330(1)      3,098,316(1)      38.8%(1)(2)

   _______________

   (1)  Includes shares of Class B Common Stock which are convertible at any
        time on a one-for-one basis into shares of Class A Common Stock.

   (2)  Based upon 6,905,523 shares of Class A Common Stock outstanding on
        November 1, 1997.

   </TABLE>


             Mr. Johnson shares voting and dispositive power with respect to
   certain shares with Imogene P. Johnson, Helen P. Johnson-Leipold, JWA
   Consolidated, Inc. and Johnson Heritage Trust Company.  Certain
   information with respect to such persons is set forth below.


                                   Principal
       Name and Busines            Occupation        Name, Address and
          Address                and Employment      Principal Business

    Johnson Heritage Trust       Not Applicable       Bank and Trust
     Company                                             Company
    4041 N. Main Street
    Racine, WI  53402
    State of Organization: 
    Wisconsin

    Imogene P. Johnson               None                  None
    4041 N. Main Street
    Racine, WI  53402
    Citizenship:  United States

    Helen P. Johnson-Leipold         Vice President-    S.C. Johnson &
    1525 Howe Street                Personal and Home    Son, Inc.
    Racine, WI  53403               Care Products of    1525 Howe Street
    Citizenship:  United States      S.C. Johnson &     Racine, WI  53403
                                        Son, Inc.
                                                        Manufacturer of
                                                        household
                                                        maintenance and
                                                        industrial products

    JWA Consolidated, Inc.           Not Applicable     Holding company for
    4041 N. Main Street                                 purposes of owning
    Racine, WI  53402                                   stock of Company
    State of Organization: 
    Delaware


             During the last five years, none of the above persons has been
   convicted in a criminal proceeding or has been a party to a civil
   proceeding of a judicial or administrative body of competent jurisdiction
   and as a result of such proceeding was or is subject to a judgment, decree
   or final order enjoining future violation of, or prohibiting or mandating
   activities subject to federal or state securities laws or finding any
   violation with respect to such laws.

             (c)  The following is a list of all transactions in the
   Company's Class A Common Stock and Class B Common Stock by the persons
   named in paragraphs (a)-(b) above during the 60 days preceding the date of
   this amendment to Schedule 13D.

             The shares below were purchased through broker-dealers in the
   Nasdaq Stock Market:

   <TABLE>
                                 Date of         Class of        Number of
              Name             Transaction     Common Stock       Shares      Price Per Share
       <S>                      <C>              <C>               <C>              <C>
       Samuel C. Johnson        11/17/97         Class A           75,000           $17.375
       Samuel C. Johnson        11/19/97         Class A           51,350           $17.375

  </TABLE>

  <TABLE>
             The shares below were transferred by gift:
  <CAPTION>

                                    Date of        Class of      Number of      Price Per
                Name              Transaction    Common Stock      Shares         Share
    <S>                             <C>          <C>               <C>             <C>    
    Samuel C. Johnson               11/10/97     Voting trust      56,800          $0
                                                  units with
                                                  respect to
                                                   Class B                   
                                                
    Helen P. Johnson-Leipold,       11/10/97     Voting trust      56,800           0
    as trustee of Samuel C.                       units with
    Johnson Family Trust                          respect to                        
                                                   Class B

    </TABLE>

             (d)  Not applicable.

             (e)  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.

        Date

   November 19, 1997                  /s/  Samuel C. Johnson        
                                      Signature

                                      Samuel C. Johnson    
                                      Name/Title


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