UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
NAME OF ISSUER Donnelly Corporation
TITLE OF CLASS OF SECURITIES Class A Common Stock
CUSIP NUMBER 257870 10 5
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 purposes 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> 2
CUSIP No. 257870 10 5 13G
- -------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Fernande M. Pruden
###-##-####
- -------------------------------------------------------------------
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
United States
- -------------------------------------------------------------------
5 Sole Voting Power
389,935
Number of -------------------------------------
Shares 6 Shared Voting Power
Beneficially
Owned 0
by -------------------------------------
Each 7 Sole Dispositive Power
Reporting
Person 389,935
With -------------------------------------
8 Shared Dispositive Power
0
- -------------------------------------------------------------------
9 Aggregate Amount Beneficially Owned by each Reporting Person
389,935
- -------------------------------------------------------------------
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares*
( X )
- -------------------------------------------------------------------
11 Percent of Class Represented by Amount in Row 9
389,935/7,803,308 = 4.997%
- -------------------------------------------------------------------
12 Type of Reporting Person
IN
<PAGE> 3
Item 1.
(a) Name of Issuer
Donnelly Corporation
(b) Address of Issuer's Principal Executive Offices
414 East Fortieth Street
Holland, Michigan 49423
Item 2.
(a) Name of Persons Filing
Fernande M. Pruden
(b) Address of Principal Business Office or, if none,
Residence
4623 Lake Shore Drive North
Holland, Michigan 49424
(c) Citizenship
United States
(d) Title of Class of Securities
Class A Common Stock
(e) CUSIP Number
257870 10 5
Item 3. If this statement is filed pursuant to Rule 13-1(b), or
13d-2(b), check whether the person filing is a:
Not Applicable
Item 4. Ownership
Not Applicable
Item 5. Ownership of Five Percent or Less of a Class
This statement is being filed to report the fact
that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five
percent of the class of securities.
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
<PAGE> 4
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
Not Applicable
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: January 29, 1996
_____________________________________
/s/ Fernande M. Pruden
