UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Rhodes, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
76235P101
(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>
Cusip 76235P101 Page 2 of 8
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brinson Partners, Inc.
36-3664388
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a
b
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
- -0-
6
SHARED VOTING POWER
769,700 shares
7
SOLE DISPOSITIVE POWER
- -0-
8
SHARED DISPOSITIVE POWER
769,700 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
769,700 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%
12
TYPE OF REPORTING PERSON*
CO IA
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Cusip 76235P101 Page 3 of 8
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brinson Trust Company
36-3718331
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a
b
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
- -0-
6
SHARED VOTING POWER
214,675 shares
7
SOLE DISPOSITIVE POWER
- -0-
8
SHARED DISPOSITIVE POWER
214,675 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
214,675 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.3%
12
TYPE OF REPORTING PERSON*
BK
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Cusip 76235P101 Page 4 of 8
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brinson Holdings, Inc.
36-3670610
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a
b
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
- -0-
6
SHARED VOTING POWER
769,700 shares
7
SOLE DISPOSITIVE POWER
- -0-
8
SHARED DISPOSITIVE POWER
769,700 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
769,700 shares (see item 4 hereof).
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%
12
TYPE OF REPORTING PERSON*
CO HC
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Cusip 76235P101 Page 5 of 8
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SBC Holding (USA), Inc.
13-3506524
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a
b
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
- -0-
6
SHARED VOTING POWER
769,700 shares
7
SOLE DISPOSITIVE POWER
- -0-
8
SHARED DISPOSITIVE POWER
769,700 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
769,700 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%
12
TYPE OF REPORTING PERSON*
CO IA
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Cusip 76235P101 Page 6 of 8
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Swiss Bank Corporation
13-5424347
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a
b
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Swiss banking corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
- -0-
6
SHARED VOTING POWER
769,700 shares
7
SOLE DISPOSITIVE POWER
- -0-
8
SHARED DISPOSITIVE POWER
769,700 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
769,700 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%
12
TYPE OF REPORTING PERSON*
CO IA
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Cusip 76235P101 Page 7 of 8
Item 1(a) Name of Issuer:
Rhodes, Inc. (the "Company")
Item 1(b) Address of Issuer's Principal Executive Offices:
4370 Peachtree Road NE
Atlanta, GA 30319
Item 2(a) Name of Person Filing:
Brinson Partners, Inc.("BPI") is filing this statement on
behalf of itself, Brinson Trust Company ("BTC"), Brinson
Holdings, Inc. ("BHI"), SBC Holding (USA), Inc. ("SBCUSA")
and Swiss Bank Corporation ("SBC"). BTC is a wholly-owned
subsidiary of BPI. BPI is a wholly-owned subsidiary
ofBHI. BHI is a wholly-owned subsidiary of SBCUSA.
SBCUSA is a wholly-owned subsidiary of SBC. Exhibit I
hereto contains the agreement of each of the parties
hereto to file this joint disclosure statement on Schedule
13G.
Item 2(b) Address of Principal Business:
Each of BPI, BTC and BHI's principal business office is
located at:
209 South LaSalle, Chicago, Illinois 60604-1295
SBCUSA's principal business office is located at:
222 Broadway, New York, NY 10038
SBC's principal business office is located at:
Aeschenplatz 6 CH-4002
Basel, Switzerland
Item 2(c) Citizenship:
BPI is a Delaware corporation.
BHI is a Delaware corporation.
BTC is an Illinois corporation.
SBCUSA is a Delaware corporation.
SBC is a Swiss banking corporation.
Item 2(d) Title of Class of Securities:
Common Stock (the "Common Stock")
Item 2(e) CUSIP Number:
76235P101
Item 3 Type of Person Filing:
Brinson Partners, Inc. is an Investment Adviser registered
BPI is an Investment Adviser registered under section 203
of the Investment Advisers Act of 1940. BTC is a bank in
accordance with section 240.13d-1(b)(1)(ii)(B). BHI is a
Parent Holding Company in accordance with section 240.13d-
1(b)(1)(ii)(G) of the Exchange Act. SBCUSA is a Parent
Holding Company in accordance with section 240.13d-
1(b)(1)(ii)(G) of the Exchange Act. SBC is a Parent
Holding Company in accordance with section 240.13d-
1(b)(1)(ii)(G) of the Exchange Act.
Item 4 Ownership:
See Items 5-11 of the cover pages hereto. By virtue of
their corporate relationships described in Item 2 of this
Schedule 13G, SBC, SBCUSA, BHI and BPI may be deemed to
beneficially own and have the power to dispose and vote or
direct the disposition or voting of the common stock held
by BTC and BPI.
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable
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:
See item 3 above
<PAGE>
Cusip 76235P101 Page 8 of 8
Item 8 Identification and Classification of Member 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
purposes 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.
Date: February 12, 1997
Brinson Partners, Inc.
Brinson Trust Company
Brinson Holdings, Inc.
By:/s/ Mark F. Kemper
Mark F. Kemper
Assistant Secretary of the above Companies
SBC Holding (USA), Inc.
By: /s/Mario Cueni By:/s/ Mike Daly
Mario Cueni Mike Daly
Secretary Treasurer
Swiss Bank Corporation
By: /s/ Martin Weber By:/s/ Mario Cueni
Martin Weber Mario Cueni
Legal Adviser Managing Director
Legal Adviser
<PAGE>
EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(f)(1) of the Securities and
Exchange Commission, each of the parties hereto agrees
that the statement on Schedule 13G (including all
amendments thereto) with respect to the Common Stock of
RHODES, INC. to which this agreement is attached is filed
by and on behalf of each such party and that any amendment
thereto will be filed on behalf of each such party.
Date: February 12, 1997
Brinson Partners, Inc.
Brinson Trust Company
Brinson Holdings, Inc.
By:/s/ Mark F. Kemper
Mark F. Kemper
Assistant Secretary of the above Companies
SBC Holding (USA), Inc.
By: /s/Mario Cueni By:/s/ Mike Daly
Mario Cueni Mike Daly
Secretary Treasurer
Swiss Bank Corporation
By: /s/ Martin Weber By:/s/ Mario Cueni
Martin Weber Mario Cueni
Legal Adviser Managing Director
Legal Adviser
<PAGE>
DELEGATION OF AUTHORITY
I, Samuel W. Anderson, as Vice President and Secretary of
Brinson Holdings, Inc., Brinson Partners, Inc., and
Brinson Trust Company (collectively the "Companies"),
hereby delegate to Mark F. Kemper, as Assistant Secretary
to the Companies, all necessary power and authority to
execute, on behalf of the Companies, the following
regulatory filings which the Companies may from time to
time be obligated to file: Securities and Exchange
Commission Forms 13F, 13G, 13D, 3, 4, and 5; Department of
the Treasury International Capital Form S, and any other
forms required in connection therewith.
Effective February 15, 1993
/s/ Samuel W. Anderson
Samuel W. Anderson
Vice President and Secretary
