SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
CALLOWAY'S NURSERY, INC.
------------------------
(Name of Issuer)
COMMON STOCK
------------------------------
(Title of Class of Securities)
131255101
--------------
(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).
(Continued on following page(s))
Page 1 of 4 Pages
<PAGE>
CUSIP No. 13G Page 2 of 4 Pages
1. NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
STUART E. WILKENING
--------------------------------------------
326 42 1867
--------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
------------------------------------
NUMBER 5. SOLE VOTING POWER 275,700
OF SHARES
BENEFICIALLY 6. SHARED VOTING POWER ___________
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER ___________
PERSON WITH
8. SHARED DISPOSITIVE POWER ___________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
275,700
--------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.98%
--------------------------
12. TYPE OF REPORTING PERSON*
IN
--------------------------
<PAGE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a) Name of Issuer CALLOWAY'S NURSERY, INC.
--------------------------
Item 1(b) Address of Issuer's Principal Executive Offices:
4200 AIRPORT FREEWAY
----------------------------
FORT WORTH, TEXAS 76117-6200
----------------------------
Item 2(a) Name of Person Filing:
STUART E. WILKENING
----------------------------
Item 2(b) Address of Principal Business Office or, if none, residence:
348 ANCORA DRIVE W.
----------------------------
LITCHFIELD PARK, AZ 85340
----------------------------
Item 2(c) Citizenship
U.S.A.
----------------------------
Item 2(d) Title of Class of Securities
COMMON STOCK
----------------------------
Item 2(e) CUSIP No.
131255101
----------------------------
Item 3 Statement Filed Pursuant to Rules 13d-1(b) or 13d-2(b):
NOT APPLICABLE
----------------------------
Item 4(a) Amount Beneficially Owned:
275,700
----------------------------
Item 4(b) Percent of Class:
4.98%
----------------------------
Item 4(c) Number of Shares as to Which Such Person has:
(i) sole power to vote or direct the vote
275,700
--------------------------
(ii) shared power to vote or to direct the vote
--------------------------
(iii) sole power to dispose or to direct the disposition of
--------------------------
(iv) shared power to dispose or to direct the disposition
of
--------------------------
Page 3 of 4 Pages
<PAGE>
Item 5 Ownership of Five Percent or Less of a Class:
IF THIS STATEMENT IS BEING FILED TO REPORT THE FACT THAT AS OF
12/31/98 THE REPORTING PERSON HAS CEASED TO BE THE BENEFICIAL
OWNER OF MORE THAN FIVE PERCENT OF THE CLASS OF SECURITIES,
CHECK THE FOLLOWING [X]
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:
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
--------------------------
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: 1/19/99
---------------------
/s/ STUART WILKENING
-----------------------
Page 4 of 4 Pages
