UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
McCaw Cellular Communications, Inc.
________________________________________________________________
(Name of Issuer)
Class A Common Stock
________________________________________________________________
(Title of Class of Securities)
579468-10-9
_____________________________
(CUSIP Number)
Check the following box if a fee is being paid with the statement
____. (A fee is not required only if the reporting 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 disclosures provided in
a prior cover page.
The information required on 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
13G
CUSIP NO. 579468109 Page 2 of 6 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert A. Lawrence ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) _____
(b) __X__
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. SOLE VOTING POWER
12,000
6. SHARED VOTING POWER
5,950,001
7. SOLE DISPOSITIVE POWER
12,000
8. SHARED DISPOSITIVE POWER
5,950,001
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,962,001
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
______
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.0%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 2 of 6 Pages
Item 1(a) Name of Issuer:
McCaw Cellular Communications, Inc.
2(b) Address of Issuer's Principal Executive Offices:
5400 Carillon Point
Kirkland, WA 98033
Item 2(a) Name of Person Filing:
Robert A. Lawrence
2(b) Address of Principal Business Office, or if none,
Residence:
50 Congress Street
Boston, MA 02109
2(c) Citizenship:
United States of America
2(d) Title of Class of Securities:
Class A Common Stock
2(e) CUSIP Number:
579468-10-9
Item 3 If this statement is filed pursuant to
Rules 13d-1(b) or 13d-2(b):
Not applicable
Item 4(a) Amount beneficially owned:
5,962,001 shares
4(b) Percent of Class: 4.0%
4(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
12,000 shares
Page 3 of 6 pages
(ii) Shared power to vote or to direct the
vote:
5,950,001 shares <F1>
(iii) Sole power to dispose or to direct the
disposition of:
12,000 shares
(iv) Shared power to dispose or to direct the
disposition of:
5,950,001 shares <F1>
<fn1> Mr. Lawrence is one of the three trustees under the will
(the "Jordan Will") of the late Eben D. Jordan, who died in 1895.
The other trustees are William O. Taylor and Roland D. Grimm. As
of December 31, 1993, there were six sub-trusts under the Jordan
Will for the benefit of the issue of the testator, all of which
will terminate in 1996. In one sub-trust there were 1,957,111
shares of Class A Common Stock. The sole income beneficiary is
Dorothy R. Kidder. In the second sub-trust there were 951,241
shares of Class A Common Stock. The sole income beneficiary of
the second sub-trust is Jeremy Clay. In the third sub-trust
there were 951,242 shares of Class A Common Stock. The sole
income beneficiary of the third sub-trust is Bridget Symonds. In
each of the fourth and fifth trusts there were 66,648 shares of
Class A Common Stock. The income beneficiaries of the fourth and
fifth trusts are Lucilla Clay and Peter Clay, respectively. In
the sixth trust there were 1,957,111 Class A Common Stock. There
are seven income beneficiaries of this sub-trust, no one of whom
is entitled to more that 1/6th of the income of the trust. All
figures set forth in this paragraph are as of December 31, 1993.
Ownership of all of the shares of the issuer held in the
foregoing six sub-trusts is through a single voting trust, the
Jordan Voting Trust, which terminates in 1996. Mr. Grimm, Mr.
Lawrence and Mr. Taylor are the voting trustees under the Jordan
Voting Trust and share all voting rights with respect to the
shares held in the Voting Trust. Dispositive power with respect
to such shares continues to be shared by the same three persons
as trustees under the Jordan Will. Voting trust units have been
issued by the Jordan Voting Trust to the trustees under the
Jordan Will for the benefit of each of the six individual or
group beneficiaries under the Jordan Will referred to above, in
an amount equivalent to the respective number of shares of the
issuer formerly held in such individual's or group's sub-trust
under the Jordan Will.
Page 4 of 6 pages
Item 5 Ownership of Five Percent or less of a Class:
Statement is being filed to report the
fact that as of the date hereof the
___XX___ 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:
See response to Item 4(c) and notes
thereto.
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:
Not Applicable
Page 5 of 6 pages
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.
September 19, 1994
/s/ Robert A. Lawrence
Robert A. Lawrence
Page 6 of 6 pages
