UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20543
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)
Cabletron Systems, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
126920 10 7
(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 vie 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 this Securities Exchange Act
of 1934 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)
CUSIP No. 126920 10 7 13G
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Craig R. Benson ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) Not applicable
(b) Not applicabe
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
5. SOLE VOTING POWER
9,644,654
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
9,644,654
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
9,644,654
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
Not applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
13.4%
12. TYPE OF REPORTING PERSON*
Item 1(a). Name of Issuer:
Cabletron Systems, Inc.
Item 1(b). Address of Issuer's Principal Executive
Offices:
35 Industrial Way
Rochester, New Hampshire 03867
Item 2(a). Name of Person Filing:
Craig R. Benson
Item 2(b). Address of Principal Business Office,
or, if None, Residence:
Cabletron Systems, Inc.
35 Industrial Way
Rochester, New Hampshire
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Common Stock, $.01 par value
Item 2(e). CUSIP Number:
126920 10 7
Item 3. If this statement in filed pursuant to
Rules 13d-1(b) or 13d-2(b), check whether the person
filing is a:
Not applicable
Item 4(a) Amount Beneficially Owned:
9,644,654
Item 4(b). Percent of Class:
13.4%
Item 4(c). Number of shares as to which such person
has:
(i) Sole power to vote or to direct the
vote:
9,644,654
(ii) Shared power to vote or to direct
the vote:
0
(iii) Sole power to dispose or to direct
the disposition of:
9,644,654
(iv) Share power to dispose or to direct
the disposition of:
0
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 Securities Being
Reported on by the Parent Holding Company:
Not applicable
Item 8. Identification and Classification of
Members of the 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.
February 14, 1996
Date
/s/ Craig R. Benson
Signature
Craig R. Benson/Chairman and Chief Operating Officer
Name/Title
