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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
1. Name and Address of Reporting Person
James D. Bennett
c/o Bennett Management Corporation
2 Stamford Plaza
Suite 1501
281 Tresser Blvd.
Stamford, Connecticut 06901
2. Date of Event Requiring Statement (Month/Day/Year)
January 27, 2000
3. IRS Number of Reporting Person
(Voluntary)
4. Issuer Name and Ticker or Trading Symbol
Golden Books Family Entertainment, Inc. (GBFE)1
5. Relationship of Reporting Person(s) to Issuer (Check all
applicable)
(X) Director ( ) 10% Owner ( ) Officer (give title
below) ( ) Other (specify below)
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Filing (Check Applicable Line)
(X) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
_________________________
1Previous trading symbol and the trading symbol for which
Golden Books Family Entertainment, Inc. has applied to
NASDAQ for continued use.
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Table I -- Non-Derivative Securities Beneficially Owned
1. Title of Security 2. Amount of 3. Ownership 4. Nature of Indirect
Securities Form: Beneficial Ownership
Beneficially Direct(D) or
Owned Indirect(I)
Common Stock, 0
$.01 par value
Table II -- Derivative Securities Beneficially Owned
<TABLE>
<S> <C> <C> <C> <C> <C>
1.Title of 2.Date Exer- 3.Title and Amount 4. Conver- 5. Ownership 6. Nature of
Derivative cisable and of Securities sion or Form of Indirect
Security Expiration Underlying Exercise Derivative Beneficial
Date Derivative Security Price of Security:
Ownership
(Month/Day/ --------------- Deri- Direct(D) or
Year) Title Amount or vative Indirect (I)
--------------- Number of Security
Date Expira- Shares
Exer- tion
cisable Date
Convertible
Preferred
Stock* currently 8/20/16 Common 2,132,545 3.8462 I General Partner
or Principal of
Investment
Manager
</TABLE>
Explanation of Responses:
*Convertible Preferred Stock was convertible into Common Stock
outstanding prior to January 27, 2000 ("Old Common Stock") at the
ratio of 3.8642 shares of Old Common Stock per share of
Convertible Preferred Stock. Based on the Reporting Person's
beneficial ownership of 554,455 shares of Convertible Preferred
Stock, the Reporting Person is deemed to beneficially own
2,132,545 shares of Old Common Stock for purposes of this filing.
New common stock was issued pursuant to a Plan of Reorganization
effective January 27, 2000.
SIGNATURE OF REPORTING PERSON
2
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/s/ James D. Bennett
___________________________
James D. Bennett
DATE:
February 7, 2000
3
75252000.BD9
