UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __________)*
GAYLORD CONTAINER CORP.
(Name of Issuer)
Common Stock
(Title and Class of Securities)
368145108
(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 4>
SCHEDULE 13G
CUSIP No. 368145108
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
M.D. Sass Investors Services, Inc. 13-2703405
M.D. Sass Associates, Inc. 13-2704843
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ______ (b) _____
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
3,076,113
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
3,076,113
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,076,113
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* ______
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.52%
12 TYPE OF REPORTING PERSON*
IA
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M.D. Sass Associates, Inc.
M.D. Sass Investors Services, Inc.
Schedule 13-G
Reporting Period - December 31, 1996
Item
Number Item
1(a) Name of Issuer:
Gaylord Container Corporation
1(b) Address of Issuers Principle Executive Offices:
500 Lake Cook Road, Suite 400
Deerfield, IL 60015
2(a) Name of Person Filing:
M.D. Sass Associates, Inc.
M.D. Sass Investors Services, Inc.
2(b) Address of Principal Business Office:
1185 Avenue of the Americas, 18th Floor
New York, New York 10036
2(c) Citizenship:
Delaware
2(d) Title of Class of Securities:
Common Stock
2(e) CUSIP Number:
368145108
3 Pursuant to Section 13-d-1(b): Investment Adviser registered under
Section 203 of the Investment Advisers Act of 1940
4(a) Amount Beneficially Owned:
3,076,113
4(b) Percent of Class:
5.52%
<PAGE 3 of 4>
4(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote: 3,076,113
(ii) shared power to vote or to direct the vote: --
(iii) sole power to dispose or direct
the disposition of: 3,076,113
(iv) shared power to dispose or to direct
the disposition of: --
5 Ownership of five percent or less of a class:
N/A
6 Ownership of more than five percent on behalf of another person:
N/A
7 Identification and classification of the subsidiary which acquired the
security being reported on by the parent holding company:
N/A
8 Identification and classification of members of the group:
N/A
9 Notice of dissolution of the group:
N/A
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 my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct:
February 3, 1997
______________________
Date
_/s/ Martin D. Sass
______________________
Signature
Martin D. Sass, President
_________________________
Name/Title
<PAGE 4 of 4>
