<PAGE> UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)
First Brands Corporation
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
319356101
(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).
Page 1 of 6 pages<PAGE>
<PAGE>
CUSIP No. 319356101
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harris Associates L.P. 04-3276558
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
Not Applicable (b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_______________
|
NUMBER OF | 5. SOLE VOTING POWER
|
SHARES | None
|
BENEFICIALLY | 6. SHARED VOTING POWER
|
OWNED BY | 7,118,848
|
EACH | 7. SOLE DISPOSITIVE POWER
|
REPORTING | 4,930,748
|
PERSON | 8. SHARED DISPOSITIVE POWER
|
WITH | 2,188,100
_______________|
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,118,848
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.91%
12. TYPE OF REPORTING PERSON*
IA
Page 2 of 6 pages<PAGE>
<PAGE>
CUSIP No. 319356101
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harris Associates Inc. 04-3276549
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
Not Applicable (b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_______________
|
NUMBER OF | 5. SOLE VOTING POWER
|
SHARES | None
|
BENEFICIALLY | 6. SHARED VOTING POWER
|
OWNED BY | 7,118,848
|
EACH | 7. SOLE DISPOSITIVE POWER
|
REPORTING | 4,930,748
|
PERSON | 8. SHARED DISPOSITIVE POWER
|
WITH | 2,188,100
_______________|
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,118,848
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.91%
12. TYPE OF REPORTING PERSON*
CO
Page 3 of 6 pages<PAGE>
<PAGE>
Item 1(a) Name of Issuer:
First Brands Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
83 Wooster Heights Road Building 301
P.O. Box 1911
Danbury, Connecticut 06813-1911
Item 2(a) Name of Person Filing:
Harris Associates L.P. ("Harris")
Harris Associates, Inc.(the "General Partner")
Item 2(b) Address of Principal Business Office:
Both Harris and the General Partner maintain
their principal offices at:
Two North LaSalle Street, Suite 500
Chicago, Illinois 60602-3790
Item 2(c) Citizenship:
Harris is a Delaware limited partnership.
The General Partner is a Delaware corporation.
Item 2(d) Title of Class of Securities:
Common Stock, $0.01 Par Value (the "Shares")
Item 2(e) CUSIP Number:
319356101
Item 3 Type of Person:
(e) Harris is an Investment Adviser registered under
Section 203 of the Investment Advisers Act of 1940.
The General Partner is the sole general
partner of Harris.
Item 4 Ownership (at December 31, 1997):
(a) By reason of advisory and other relationships with
the persons who own the Shares, Harris may be
deemed to be the beneficial owner of the following
Shares:
7,118,848 shares
-4-<PAGE>
<PAGE>
(b) Percent of class:
(based on 39,742,944 shares outstanding)
17.91%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
none
(ii) shared power to vote or to direct the
vote: 7,118,848
(iii) sole power to dispose or to direct the
disposition of: 4,930,748
(iv) shared power to dispose or to direct the
disposition of: 2,188,100
Harris has been granted the power to vote shares in
circumstances it determines to be appropriate in
connection with assisting its advised clients to whom
it renders financial advice in the ordinary course of
its business, by either providing information or advice
to the persons having such power, or by exercising the
power to vote.
In addition, Harris serves as investment adviser to
Harris Associates Investment Trust (the "Trust"), and
various of Harris' officers and directors are also
officers of the Trust. Harris does not consider that
Oakmark Fund is controlled by such persons. The Trust,
through its various series, owns 2,070,400 Shares,
which are included as Shares over which Harris has
shared voting and dispositive power, and thus, as
Shares beneficially owned by Harris because of Harris'
power to manage the Trust's investment. In addition,
Harris serves as investment adviser to a small number
of other clients who may own Shares, but for which
Harris does not have discretionary authority.
Nevertheless, if owned by such clients, these Shares
are included as Shares over which Harris has shared
voting and dispositive power, although Harris may not
be deemed the beneficial owner (as defined in Rule 13d-
3) of such shares.
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable
-5-<PAGE>
<PAGE>
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:
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 purpose or effect.
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 29, 1998
Harris Associates, Inc., for itself and,
as general partner for Harris Associates
L.P.
By:/s/Anita M. Nagler
Anita M. Nagler
Vice President
-6-
