UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
ROBERTS PHARMACEUTICAL CORPORATION
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
77049-108
(CUSIP Number)
YAMANOUCHI GROUP HOLDING INC.
YAMANOUCHI PHARMACEUTICAL CO., LTD.
(Names of Persons Filing Statement)
Richard W. Canady, Esq.
Howard, Rice, Nemerovski, Canady, Falk & Rabkin
A Professional Corporation
Three Embarcadero Center, Suite 700
San Francisco, CA 94111
(415) 399-3027
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
April 11, 1997
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) and (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [ ].<PAGE>
CUSIP No. 77049-108 SCHEDULE 13D Page 2 of 5
YAMANOUCHI
PHARMACEUTICAL CO.,
1. Name of Reporting Person LTD.
IRS Identification No. of Above Person 13-2971791
2. Check the Appropriate Box if a Member (a) [x]
of a Group (b) [ ]
3. SEC USE ONLY
4. Source of Funds WC
5. Check Box if Disclosure of Legal
Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Japan
7. Sole Voting Power -0-
NUMBER OF
SHARES 8. Shared Voting Power 5,048,500
BENEFICIALLY
OWNED BY EACH 9. Sole Dispositive
REPORTING Power -0-
PERSON WITH
10. Shared Dispositive
Power 5,048,500
11. Aggregate Amount Beneficially Owned by
Each Reporting Person 5,048,500
12. Check Box if the Aggregate Amount in
Row 11 Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount
in Row 11 18.5%
14. Type of Reporting Person HC<PAGE>
CUSIP No. 77049-108 SCHEDULE 13D Page 3 of 5
YAMANOUCHI GROUP
1. Name of Reporting Person HOLDING, INC.
IRS Identification No. of Above Person 94-3091443
2. Check the Appropriate Box if a Member (a) [x]
of a Group (b) [ ]
3. SEC USE ONLY
4. Source of Funds AF
5. Check Box if Disclosure of Legal
Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
7. Sole Voting Power -0-
NUMBER OF
SHARES 8. Shared Voting Power 5,048,500
BENEFICIALLY
OWNED BY EACH 9. Sole Dispositive
REPORTING Power -0-
PERSON WITH
10. Shared Dispositive
Power 5,048,500
11. Aggregate Amount Beneficially Owned by
Each Reporting Person 5,048,500
12. Check Box if the Aggregate Amount in
Row 11 Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount
in Row 11 18.5%
14. Type of Reporting Person CO<PAGE>
CUSIP No. 77049-108 SCHEDULE 13D Page 4 of 5
This Amendment No. 5 to Schedule 13D is being filed to
report a change in the status of representation of Yamanouchi
Pharmaceutical Co., Ltd., a corporation organized under the laws
of Japan ("Yamanouchi"), on the Board of Directors of Roberts
Pharmaceutical Corporation, a New Jersey corporation (the
"Issuer"), that will occur.
Item 4. Purpose of Transaction.
As discussed under "Board Representation" in Item 4 of the
Schedule 13-D, under the Stock Purchase Agreement entered into
between Yamanouchi and Issuer, dated January 22, 1992, Yamanouchi
had the right to designate up to two members of the Board of
Directors of the Issuer for so long as Yamanouchi directly or
indirectly owned at least 18% of the outstanding common stock of
the Issuer, on a fully diluted basis, and one director for so
long as Yamanouchi owned at least 10% but less than 18% of the
outstanding common stock of Issuer, on a fully diluted basis.
Yamanouchi presently has two representatives on the Board of
Directors of Issuer, but now owns less than 18% of Issuer's
outstanding Common Stock, on a fully diluted basis. The two
designees of Yamanouchi who are presently serving on the Board of
Issuer, Akihiko Matsubara and Takao Miyamoto, will continue to
serve until the election of directors at the Annual Meeting of
Shareholders of Issuer to be held in May of 1997. Yamanouchi has
decided not to designate any representative of Yamanouchi for
election at that meeting. Under the Stock Purchase Agreement,
Yamanouchi will continue to have the right in the future to again
designate a representative on the Board of Roberts for so long as
it continues to hold 10% of the outstanding shares of common
stock of Roberts, on a fully diluted basis. The Stock Purchase
Agreement also provides that during any period when there are no
representatives of Yamanouchi on the Board of the Issuer, the
Issuer will permit a representative of Yamanouchi to attend all
meetings of the Board of Directors of the Issuer.<PAGE>
CUSIP No. 77049-108 SCHEDULE 13D Page 5 of 5
Signatures
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
DATED: April 14, 1997.
YAMANOUCHI PHARMACEUTICAL CO., LTD.
By: /s/ Masayoshi Onoda
______________________________
Name: Masayoshi Onoda
Title: Chief Executive Officer
YAMANOUCHI GROUP HOLDING INC.
By: /s/ Kozo Takahashi
_____________________________
Name: Kozo Takahashi
TItle: President<PAGE>
