SERVICE MERCHANDISE CO INC
SC 13G/A, 1995-02-14
MISC GENERAL MERCHANDISE STORES
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                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                              Schedule 13G/A

         Information Statement Pursuant to Rules 13d-1 and 13d-2

                Under the Securities Exchange Act of 1934
                            (Amendment No. 6)*


                    Service Merchandise Company, Inc.
               --------------------------------------------
                             (Name of Issuer)


                  Common Stock, par value $.50 per share
               --------------------------------------------
                      (Title of Class of Securities)


                               817 587 108
                             ----------------
                              (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(s))

                            Page 1 of 5 Pages
<PAGE>
     CUSIP No.  817 587 108             13G/A             
                                                          Page 2 of 5 Pages

       1   NAME OF REPORTING PERSON
           S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON


                Raymond Zimmerman
       -------------------------------------------------------------------
       2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a)     

                                                                     (b)     

       -------------------------------------------------------------------
       3   SEC USE ONLY

       -------------------------------------------------------------------
       4   CITIZENSHIP OR PLACE OF ORGANIZATION

                United States
       -------------------------------------------------------------------
                   5   SOLE VOTING POWER
             
        NUMBER                6,701,146
          OF       -------------------------------------------------------
        SHARES      6   SHARED VOTING POWER
     BENEFICIALLY
        OWNED                  578,032
          BY       -------------------------------------------------------
         EACH      7   SOLE DISPOSITIVE POWER
      REPORTING
        PERSON               6,701,146
                  --------------------------------------------------------
                  8   SHARED DISPOSITIVE POWER

                               578,032
       -------------------------------------------------------------------
       9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                7,279,178
      --------------------------------------------------------------------
      10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
           SHARES*

                X
      -------------------------------------------------------------------
      11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                7.3%
      -------------------------------------------------------------------
      12   TYPE OF REPORTING PERSON*

                IN
      -------------------------------------------------------------------
                   *SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
                                                    Page 3 of 5 Pages
                              SCHEDULE 13G/A

    Item 1(a). Name of Issuer:         Service Merchandise Company,
                                          Inc.

    Item 1(b). Address of Issuer's     7100 Service Merchandise Drive
               Principal Executive     Brentwood, Tennessee  37027
               Offices:

    Item 2(a). Name of Person filing:  Raymond Zimmerman

    Item 2(b). Address of Principal    7100 Service Merchandise Drive
               Business Office:        Brentwood, Tennessee  37027

    Item 2(c). Citizenship:            United States of America

    Item 2(d). Title of Class          Common Stock, par value $.50
               of Securities:             per share (the "Shares")

    Item 2(e). CUSIP Number:           817 587 108

    Item 3.                            Not applicable

    Item 4.    Ownership.

               (a) Amount Beneficially
                    owned:                5,210,235(1)(2)
                                          1,502,663(3)
                                            566,280(4)
                                          ---------
                            TOTAL:        7,279,178

               (b) Percent of Class:  7.3%

               (c) Number of shares as to which such person has:

                  (i) sole power to vote or direct the vote:

                              6,701,146 (5)

                 (ii) shared power to vote or direct the vote:

                                578,032

                (iii) sole power to dispose or to direct the
                      disposition of:

                              6,701,146 (5)

                 (iv) shared power to dispose or to direct the
                      disposition of:

                                578,032

               (1) Includes currently exercisable options to purchase
                   631,875 Shares and 11,752 Shares held by the
                   trustee under the Service Merchandise Savings and
                   Investment Plan.  Does not include Shares referred
                   to in notes (3) or (4).

               (2) In 1990, The Service Merchandise Foundation, a
                   private charitable foundation (the "Foundation"),
                   was formed, and thereafter, the Internal Revenue
                   Service approved the Foundation's application for
                   tax-exempt status.  As a charitable contribution,
                   on October 15, 1990, the Company granted the
                   Foundation an option to purchase 1,875,000 Shares
                   at $2.20 per Share, the market price at that time.
                   The option is exercisable in whole or in part from
                   the date of its grant until October 15, 2000.
                   Under applicable Internal Revenue Service rulings,
                   the stock option may not be exercised directly by
                   the Foundation.  The Foundation may sell all or a
<PAGE>
                                                    Page 4 of 5 Pages

                   part of the option to other not-for-profit third
                   parties which may then in turn exercise the option
                   directly.  The Trustee of the Foundation is
                   Raymond Zimmerman, and the members of the Trust
                   Committee (the "Committee") administering the
                   Foundation are Raymond Zimmerman, Harold
                   Roitenberg and Joel Gordon, who may be deemed to
                   control the disposition of the option by virtue of
                   their power to decide to whom to sell such
                   options.  Each of the members of the Committee
                   disclaims beneficial ownership of the Shares
                   issuable upon exercises of the option, and Shares
                   subject to the option are not included in the
                   indicated number of Shares beneficially owned by
                   Raymond Zimmerman.

               (3) Represents 1,045,696 Shares owned of record by
                   Raymond Zimmerman as trustee for five nieces and
                   456,967 Shares as to which Mr. Zimmerman is the
                   trustee under the Will of Mary K. Zimmerman.

               (4) Represents 405,000 Shares owned of record by the
                   Raymond Zimmerman Family Foundation and 161,280
                   Shares owned of record by the Zimmerman
                   Foundation.

               (5) Includes currently exercisable options to purchase
                   631,875 Shares. 

    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:

               Certain persons other than Raymond Zimmerman have the
               right to receive and/or the power to direct the
               receipt of dividends from, or the proceeds from the
               sale of 2,080,695 Shares, but no such other person's
               interest relates to more than 5% of the Shares
               outstanding as of December 31, 1994.

    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
<PAGE>
                                                    Page 5 of 5 Pages
                                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.


                                /s/ Raymond Zimmerman                   
                                -----------------------------------
                                Raymond Zimmerman


    Dated:  February 13, 1995   Chairman of the Board and President,
                                Service Merchandise Company, Inc.       
                                ------------------------------------
                                (Printed Name and Title)




    #343444


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