SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Nabisco Holdings Corp.
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(Name of Issuer)
Class A Common Stock
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(Title of Class and Securities)
629526104
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(CUSIP Number of Class of Securities)
* 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 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).
(Continued on following page(s))
CUSIP No. 629526104 13G
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(1) NAMES OF REPORTING PERSONS
Southeastern Asset Management, Inc. I.D. No. 62-0951781
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
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:(5) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : 1,830,700 shares
OWNED BY EACH REPORTING PERSON --------------------------------
WITH :(6) SHARED OR NO VOTING POWER
: Shared - None
No Power - 51,000 shares
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:(7) SOLE DISPOSITIVE POWER
: (Discretionary Accounts)
: 1,881,700 shares
--------------------------------
:(8) SHARED DISPOSITIVE POWER
: None
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(Discretionary & Non-discretionary Accounts)
1,881,700 shares
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.6 %
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(12) TYPE OF REPORTING PERSON
IA
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CUSIP No. 629526104 13G
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(1) NAMES OF REPORTING PERSONS
O. Mason Hawkins I.D. No. ###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of United States
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:(5) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON --------------------------------
WITH :(6) SHARED VOTING POWER
: None
--------------------------------
:(7) SOLE DISPOSITIVE POWER
: None
--------------------------------
:(8) SHARED DISPOSITIVE POWER
: None
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (See Item 3 )
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
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(12) TYPE OF REPORTING PERSON
IN
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Item 1.
(a). Name of Issuer: Nabisco Holdings Corp.
(b). Address of Issuer's Principal Executive Offices:
7 Campus Drive
Parsippany, NJ 07054
Item 2.
(a) and (b). Names and Principal Business Addresses of
Persons Filing:
(1). Southeastern Asset Management, Inc.
6075 Poplar Ave., Suite 900
Memphis, TN 38119
(2). Mr. O. Mason Hawkins
Chairman of the Board and C.E.O.
Southeastern Asset Management, Inc.
6075 Poplar Ave., Suite 900
Memphis, TN 38119
(c). Citizenship:
Southeastern Asset Management, Inc. - A Tennessee
corporation
Mr. O. Mason Hawkins - U.S. Citizen
(d). Title of Class of Securities: Class A Common Stock
(the "Securities").
(e). Cusip Number: 629526104
Item 3. If this statement is filed pursuant to Rules 13d-1
(b) or 13d-2 (b), check whether the person filing is a:
(e). Investment Advisor registered under Section 203 of
the Investment Advisers Act of 1940. This
statement is being filed by Southeastern Asset
Management, Inc. as a registered investment
adviser. All of the securities covered by this
report are owned legally by Southeastern's
investment advisory clients and none are owned
directly or indirectly by Southeastern. As
permitted by Rule 13d-4, the filing of this
statement shall not be construed as an admission
that Southeastern Asset Management, Inc. is the
beneficial owner of any of the securities covered
by this statement.
(g). Parent Holding Company. This statement is also
being filed by Mr. O. Mason Hawkins, Chairman of
the Board and C.E.O. of Southeastern Asset
Management, Inc. in the event he could be deemed to
be a controlling person of that firm as the result
of his official positions with or ownership of its
voting securities. The existence of such control is
expressly disclaimed. Mr. Hawkins does not own
directly or indirectly any securities covered by
this statement for his own account. As permitted
by Rule 13d-4, the filing of this statement shall
not be construed as an admission that Mr. Hawkins
is the beneficial owner of any of the securities
covered by this statement.
Item 4. Ownership:
(a). Amount Beneficially Owned: (At 11/30/97)
1,881,700 shares
(b). Percent of Class:
3.6 %
Above percentage is based on 51,820,000 shares of
Class A Common Stock outstanding.
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote:
1,830,700 shares
(ii). Shared or no power to vote or to direct the
vote
Shared - None.
No power to vote - 51,000 shares
(iii). Sole power to dispose or to direct the
disposition of:
1,881,700 shares
(iv). Shared power to dispose or to direct the
disposition of:
None
Item 5. Ownership of Five Percent or Less of a Class:
Amendment No. 1 is being filed to disclose that the
reporting shareholders now own less than 5% of the
Class.
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person: N/A
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company: N/A
Item 8. Identification and Classification of Members of the
Group: N/A
Item 9. Notice of Dissolution of Group: N/A
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 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.
Signatures
After reasonable inquiry and to the best of the knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this statement is true, complete, and
correct.
Dated: December 2, 1997
Southeastern Asset
Management, Inc.
By /s/ Charles D. Reaves
--------------------------
Charles D. Reaves
Vice President and
General Counsel
O. Mason Hawkins, Individually
/s/ O. Mason Hawkins
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Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, the persons or entities named below agree to the joint
filing on behalf of each of them of this Schedule 13G with respect
to the Securities of the Issuer and further agree that this joint
filing agreement be included as an exhibit to this Schedule 13G. In
evidence thereof, the undersigned hereby execute this Agreement as
of the 2nd day of December, 1997.
Southeastern Asset
Management, Inc.
By /s/ Charles D. Reaves
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Charles D. Reaves
Vice President and
General Counsel
O. Mason Hawkins, Individually
/s/ O. Mason Hawkins
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