SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13G
Amendment No.3
Under the Securities Exchange Act of 1934
Victoria Creations Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
92624D104000
(CUSIP Number)
Check the following box if a fee is being paid with this
statement.
( )
The information required in the remainder of this cover page
(except any items to which the form provides a cross-reference)
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.
CUSIP No.
92624D104
1) Names of Reporting Person
Lehman Brothers Holdings Inc.
S.S. or I.R.S. Identification No. of Above Person
13-3216325
2) Check the Appropriate box if a Member of a Group
(a) ( X ) Sole
(b) ( ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5) Sole Voting Power
233,693
6) Shared Voting Power
-0-
7) Sole Dispositive Power
233,693
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
233,693
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
(___)
11) Percent of Class Represented by Amount in Row 9
3.11%
12) Type of Reporting Person
HC/CO
Item 1(a). Name of Issuer: Victoria Creations Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
30 Jefferson Park Rd.
Warwick, Rhode Island 02888
Item 2(a). Name of Person Filing:
Lehman Brothers Holdings Inc.
Item 2(b). Address of Principal Business Office:
3 World Financial Center
New York, NY 10285
Item 2(c). Citizenship or Place of Organization:
See Item 4 of cover pages
Item 2(d). Title of Class of Securities:
Common
Item 2(e). CUSIP Number:
92624D104
Item 3. Information if statement is filed pursuant to Rules
13d-1(b) or 13d-2(b):
The person filing this statement is Lehman Brothers Holdings
Inc., a parent holding company in accordance with Section 240.13d-
1(b)(ii)(G).
Item 4. Ownership
(a) Amount Beneficially Owned as of: December 31, 1995
See Item 9 of cover pages
(b) Percent of Class:
See Item 11 of cover pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the disposition
(iv) shared power to dispose or to direct the disposition
See Items 5-8 of cover pages
Item 5. Ownership of Five Percent or Less of a Class
This statement is being filed to report that as of December 31,
1995 the Reporting Person has ceased to be the beneficial owner
of more than 5% of the class of securities covered by this
report.
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
The relevant subsidiary is Lehman Brothers Inc., a Broker/Dealer
registered under Section 15 of the Securities Exchange Act of
1934.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the
information set forth in this statement is true, complete and
correct.
Dated: December 31, 1995
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Vice President
Secretary
