<PAGE> 1
OMD APPROVAL
OMD Number: 3235-0145
Expires: August 31, 1999
Estimated average burden
hours per response...14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G\A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Furr's/Bishops, Inc.
- -----------------------------------------
(Name of Issuer)
Common Stock
- -----------------------------------------
(Title of Class Securities)
361115504
- -----------------------------------------
(CUSIP Number)
July 24, 1998
- -----------------------------------------
(Date of Event Which Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*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 5 Pages
<PAGE> 2
CUSIP NO. 361115504 13G\A
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bradford T. Whitmore
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/X /
(b)/ /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF NONE
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 6,267,863 SHARES
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON NONE
WITH
8 SHARED DISPOSITIVE POWER
6,267,863 SHARES
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,267,863 SHARES
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.8%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 Pages
<PAGE> 3
Page 3 of 5 Pages
Item 1.
(a) Name of Issuer
Furr's/Bishops Inc.
(b) Address of Issuer's Principal Executive Offices
6901 Quaker Ave., Lubbock, TX 79413
Item 2.
(a) Name of Person Filing
Bradford T. Whitmore
(b) Address of Principal Business Office or, if none,
Residence
1560 Sherman Avenue, Suite 900
Evanston, IL 60201
(c) Citizenship
United States
(d) Title of Class of Securities
Common Stock
(e) Cusip Number
361115504
Item 3. Not Applicable
Item 4. Ownership
Provide the following information regarding the aggregate
number and percentage of the class of securities of the
issuer identified in Item 1.
(a) Amount Beneficially Owned
6,267,863 shares
(b) Percent of Class
12.8%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
None
(ii) shared power to vote or to direct the vote
6,267,863 shares
(iii) sole power to dispose or to direct the vote
None
(iv) shared power to dispose or to direct the disposition of
6,267,863 shares
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
<PAGE 4>
Page 4 of 5 Pages
Item 6. Ownership of More than Five Percent of Behalf of
Another Person.
None
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent
Holding Company
Reporting person is not a parent holding company.
Item 8. Identification and Classification of Member of the
Group
Bradford T. Whitmore is reporting this ownership as a member
of a group with Spurgeon Corporation. Bradford T. Whitmore
and Spurgeon Corporation are both general partners of Grace
Brothers, Ltd. which owns 3,878,403 shares and Spurgeon
and an entity wholly owned by Whitmore are both general
partners of Rock Finance which owns 2,389,460 shares.
Item 9. Notice of Dissolution of Group
Reporting person is not filing notice of dissolution of a
group.
Item 10. Certification
(b) The following certification shall be included if the
statement is filed pursuant to Section 240.13d-1(c):
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held
in connection with or as a participant in any transaction
having that purpose 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.
Dated: July 27, 1998
Bradford T. Whitmore
By:/s/ Bradford T. Whitmore
------------------------
Bradford T. Whitmore
General Partner
Grace Brothers, Ltd.
