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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _________)*
R.H. Phillips, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
749573 101
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(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).
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CUSIP No. 749573 101 13G Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
R.H. Phillips Vineyard Inc.
68-0133435
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
Not applicable
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF 5 SOLE VOTING POWER
SHARES 714,103
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 714,103
PERSON 8 SHARED DISPOSITIVE POWER
WITH 0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
714,103
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
Not applicable
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.93%
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12 TYPE OF REPORTING PERSON
CO
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Item 1
(a) Name of Issuer:
R.H. Phillips, Inc.
(b) Address of Issuer's Principal Executive Offices:
26836 County Road 12A
Esparto CA 95627
Item 2
(a) Name of Person Filing:
R.H. Phillips Vineyard, Inc.
(b) Address of Principal Business Office or, if none, Residence
The principal business office of R.H. Phillips
Vineyard Inc. is located at 26836 County Road
12A, Esparto, CA, 95627
(c) Citizenship:
California
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
749573 101
Item 3. If this Statement is being filed pursuant to Rule
13d-1(b), or 13d-d(b), check whether the person
filing is a:
Not applicable
Item 4. Ownership
(a) Amount Beneficially Owned
714,103
(b) Percent of Class:
10.93%
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(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 714,103
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct
the disposition of: 714,103
(iv) shared power to dispose or to direct
the disposition of: 0
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
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired
in connection with or as a participant in any transaction having
such purposes 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.
February 5, 1999
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Date
//s// John Giguiere
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Signature
John Giguiere/President
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Name/Title
