SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1(b) AND (c)
AND AMENDMENTS THERETGO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 3)*
THE TALBOTS, INC.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
874161 10 2
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(CUSIP Number)
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* 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 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>
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CUSIP No. 874161 10 2 13G
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1 NAME OF REPORTING PERSONS JUSCO (U.S.A.), INC.
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
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NUMBER OF 5 SOLE VOTING POWER 20,161,718
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER 0
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER 20,161,718
REPORTING
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PERSON 8 SHARED DISPOSITIVE POWER 0
WITH
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 20,161,718
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 63.4%
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12 TYPE OF REPORTING PERSON* C O
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* SEE INSTRUCTIONS BEFORE FILING OUT!
<PAGE>
Item 1(a). Name of Issuer:
The Talbots, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
175 Beal Street
Hingham, Massachusetts 02043
Item 2(a). Name of Person Filing:
JUSCO (U.S.A.), Inc.
Item 2(b). Address of Principal Business Office, or, if None, Residence:
520 Madison Avenue
New York, New York 10022
Item 2(c). Citizenship:
Delaware corporation
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.01 per share
Item 2(e). CUSIP Number:
874161 10 2
Item 3. If this statement is filed pursuant to Rule
13d-1(b), or 13d-2(b), check whether the person
filing is a:
(a) [ ] Broker of Dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act,
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see Rule13d-1(b)(1)(ii)(F),
(g) [ ] Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G); see Item 7,
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Not applicable.
<PAGE>
Item 4. Ownership.
If the percent of the class owned, as of December 31
of the year covered by the statement, or as of the last day of
any such month described in Rule 13d-1(b)(2), if applicable,
exceeds five percent, provide the following information as of
that date and identify those shares which there is a right to
acquire.
(a) Amount Beneficially Owned:
20,161,718
(b) Percent of Class:
63.4%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
20,161,718
(ii) Shared power to vote or to direct the
vote
Not applicable.
(iii)Sole power to dispose or to direct the
disposition of
20,161,718
(iv) Shared power to dispose or to direct the
disposition of
Not applicable.
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
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>
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: February 2, 1998
JUSCO (U.S.A.), INC.
By: ISAO T. TSURUTA
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Name: Isao T. Tsuruta
Title: Senior Vice President
