UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No 20)*
STRAWBRIDGE & CLOTHIER
(Name of Issuer)
Series A Common Stock, par value $1 per share
(Title of Class of Securities)
863200 10 1
(CUSIP Number)
*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).
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SCHEDULE 13G
CUSIP No. 863200 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
G. Stockton Strawbridge
______________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
______________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
______________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF 275,649
SHARES ______________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 655,638
EACH ______________________________________________
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 64,648
WITH ______________________________________________
8 SHARED DISPOSITIVE POWER
866,639
______________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
931,287 (See Note 1)
______________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
______________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8% (See Note 3)
______________________________________________________________________
12 TYPE OF REPORTING PERSON*
IN
______________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13G
CUSIP No. 863200 10 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter S. Strawbridge
______________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
______________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
______________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF 39,451
SHARES ______________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 659,453
EACH ______________________________________________
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 39,451
WITH ______________________________________________
8 SHARED DISPOSITIVE POWER
659,453
______________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
698,904 (See Notes 1 and 2)
______________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
______________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6 % (See Note 3)
______________________________________________________________________
12 TYPE OF REPORTING PERSON*
IN
______________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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FOOTNOTES TO SCHEDULE 13G
1. The shares beneficially owned are Series A Common Stock.
2. Includes 21,218 shares of Series A Common Stock issuable within
sixty days upon the exercise of stock options.
3. Percent of the Series A Common Stock deemed to be outstanding at
December 31, 1996, consisting of all the shares of Series A
Common Stock outstanding (10,602,196) and shares of Series A
Common Stock subject to options held by the reporting person.
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Item 1.
(a) Name of Issuer: Strawbridge & Clothier
(b) Address of Issuer's Principal Executive Offices:
801 Market Street
Philadelphia, PA 19107-3199
Item 2.
(a) Name of Person Filing: G. Stockton Strawbridge (GSS)
Peter S. Strawbridge (PSS)
(b) Address of Principal Business Office or, if none, Residence:
801 Market Street
Philadelphia, PA 19107-3199
(c) Citizenship: U.S.A.
(d) Title of Class of Securities: Series A Common Stock, par
value $1 per share
(e) CUSIP Number: 863200 10 1
* See Exhibit 1 attached hereto for identification and
classification of the other Reporting Persons.
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 or 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 Section
240.13d-1(b)(1)(ii)(F)
(g) / / Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G)(Note: See Item 7)
(h) / / Group, in accordance with Section 240.13d-
1(b)(1)(ii)(H)
* See Exhibit 1 attached hereto for identification and
classification of the other Reporting Persons.
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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 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: 931,287 (GSS)
698,904 (PSS)
(b) Percent of Class: 8.8% (GSS)
6.6% (PSS)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
275,649 (GSS)
39,451 (PSS)
(ii) shared power to vote or to direct the vote
655,638 (GSS)
659,453 (PSS)
(iii) sole power to dispose or to direct the
disposition of
64,648 (GSS)
39,451 (PSS)
(iv) shared power to dispose or to direct the
disposition of
866,639 (GSS)
659,453 (PSS)
** See Exhibit 1 attached hereto.
Instruction: For computations regarding securities which represent a
right to acquire an underlying security see Rule 13d-
3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following / /.
Instruction: Dissolution of a group requires a response to this
item.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Other persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from
the sale of 866,442 shares of Series A Common Stock. G.
Stockton Strawbridge and Paul E. Shipley are trustees under
a trust holding 211,001 shares of Series A Common Stock. G.
Stockton Strawbridge, Peter S. Strawbridge and PNC Bank,
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N.A. are trustees under three trusts, which hold an
aggregate of 491,554 shares of Series A Common Stock and are
trustees under three other trusts which hold an aggregate of
163,887 shares of Series A Common Stock.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company
See Exhibit 1 attached hereto for the identification and
classification of each of the Reporting Persons.
Item 8. Identification and Classification of Members of the Group
Item 9. Notice of Dissolution of Group
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 a purpose or effect.
Date: February 14, 1997
Signature: /s/ Francis J. Mirabello
Name/Title: G. Stockton Strawbridge,
by Francis J. Mirabello,
Executor*
* Executor named under will but not yet
appointed by the court
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 a purpose or effect.
Date: February 14, 1997
Signature: /s/ Peter S. Strawbridge
Name/Title: Peter S. Strawbridge
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Exhibit 1
The undersigned hereby agree that the attached statement is
filed on behalf of each of G. Stockton Strawbridge and Peter S.
Strawbridge.
Date: February 14, 1997 /s/ Francis J. Mirabello
G. Stockton Strawbridge,
by Francis J. Mirabello, Executor*
* Executor named under will but not
yet appointed by the court
Date: February 14, 1997 /s/ Peter S. Strawbridge
Peter S. Strawbridge
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