BANKERS TRUST COMPANY
One Bankers Trust Plaza
New York, New York 10006
Damian P. Reitemeyer Mailing Address:
Vice President P.O. Box 318
Telephone: 212-250-4599 Church Street Station
New York, NY 10008
March 7, 1996
Securities and Exchange Commission
SEC Document Control
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Filing Desk
Dear Sirs:
Re: Filing of Schedule 13G on
Grey Advertising Inc
Pursuant to Rule 13d-1 of the General Rules and Regulations
under the Securities Exchange Act of 1934, the following is
one copy of the Schedule 13G with respect to the common
stock of the above referenced corporation.
Please acknowledge your receipt of the Schedule 13G filing
submission through the EDGAR-Link System software, by E-Mail
confirmation.
Sincerely,
/s/Damian P. Reitemeyer
Enclosures
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7 )*
____
Grey Advertising Inc
_______________________________________
NAME OF ISSUER:
Common Stock - Ltd Duration Cl B (Par Value $1.00)
_______________________________________
TITLE OF CLASS OF SECURITIES
397838200
_______________________________________
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 persons 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))
CUSIP No. 397838200 Page 1 of 6 Pages
1.NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bankers Trust New York Corporation and its wholly-owned
subsidiary, Bankers Trust Company, as Trustee for an
employee benefit plan 13-6180473
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A) [ ]
(B) [X]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
Both Bankers Trust New York Corporation and Bankers Trust
Company are New York Corporations.
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8. SHARED DISPOSITIVE POWER
WITH 0
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 0
CUSIP No. 397838200 Page 2 of 6 Pages
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES
CERTAIN SHARES [X]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12.TYPE OF REPORTING PERSON *
Bankers Trust New York Corporation - HC
Bankers Trust Company - BK
DISCLAIMER OF BENEFICIAL OWNERSHIP
THE FILING OF THIS SCHEDULE G STATEMENT SHALL NOT BE
CONSTRUED AS AN ADMISSION THAT BANKERS TRUST NEW YORK
CORPORATION OR BANKERS TRUST COMPANY, AS TRUSTEE (THE BANK)
IS, FOR THE PURPOSE OF SECTION 13(g)OF THE SECURITIES AND
EXCHANGE ACT OF 1934, OR FOR ANY OTHER PURPOSE, THE
BENFICIAL OWNER OF THE SECURITIES SET FORTH IN ITEM 4(a)(ii)
HEREOF.
Item 1(a) NAME OF ISSUER:
Grey Advertising Inc
Item 1(b) ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES:
777 Third Avenue
New York, NY 10017
Item 2(a) NAME OF PERSON FILING:
Bankers Trust New York Corporation, and its
wholly-owned subsidiary, Bankers Trust Company, as
Trustee for an employee benefit plan.
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
280 Park Avenue
New York, New York 10017
CUSIP No. 397838200 Page 3 of 6 Pages
Item 2(c) CITIZENSHIP:
Bankers Trust New York Corporation and Bankers
Trust Company, as Trustee for an employee benefit
plan, are both corporations incorporated in the
State of New York with their principal business
offices located in New York.
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock - Ltd Duration Cl B (Par Value $1.00)
of Grey Advertising Inc, a Delaware corporation.
Item 2(e) CUSIP NUMBER:
397838200
Item 3 THE PERSON FILING IS A:
For Bankers Trust New York Corporation,
(g) [X] Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G)
For Bankers Trust Company,
(b) [X] Bank as defined in section 3(a)(6) of the Act.
Item 4 OWNERSHIP:
(a) Amount Beneficially Owned:
(i) As of December 31, 1995, Bankers Trust
Company, as Trustee for an employee benefit plan
(the Bank), was the beneficial owner of 0 shares
of common stock.
CUSIP No. 397838200 Page 4 of 6 Pages
(ii) It was also the record owner of 56,961 shares
held by the Bank as Trustee of the Grey
Advertising Inc. Profit Sharing ESOP Plan (the
Plan) with respect to which the bank disclaims
beneficial ownership.
The Plan states that each Plan participant
shall have the right to direct the manner in which
shares of common stock shall be voted at all
stockholders meetings. The Department of Labor has
expressed the view that, under certain
curcumstances, ERISA may require the Truste to
vote shares which are not allocated to
participants accounts and unvoted shares. Since,
in the view of the Bank and Bankers Trust New York
Coporation, such voting power is merely a residual
power based upon the occurrence of an unlikely
contingency, and is not a sole or shares power to
vote the securities, the Bank and Bankers Trust
New York Corporation hereby disclaim
beneficialownership of such securities.
(b) PERCENT OF CLASS:
The stock described in Item 4(a) above as to which
the Bank acknowledges beneficialownership
constitutes 0.0% of the Issuers outstanding Common
Stock. The stock as to which the Bank disclaimes
beneficial ownership constitutes 18.4% of the
Issuers outstanding stock.
(c) Number of shares as to which the Bank has:
(i) sole power to vote or to direct the vote - 0
(ii) shared power to vote or to direct the vote - 0
(iii)sole power to dispose or to direct the disposition
of - 0
(iv) shared power to dispose or to direct the
disposition of - 0
CUSIP No. 397838200 Page 5 of 6 Pages
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
[ ]
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON:
The Issuers employee benefit plan, for which the
bank serves as Trustee, have the right to receive
and/or the power to direct the receipt of
dividends from, or the proceeds from the sale of,
such securities.
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY:
See Item 3 above.
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF
THE GROUP:
Not applicable.
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
CUSIP No. 397838200 Page 6 of 6 Pages
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 purpose 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.
Date: as of December 31, 1995
Signature: Bankers Trust New York Corporation
By: /s/James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
Signature: Bankers Trust Company, as Trustee for an
employee benefit plan.
By: /s/James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
EXHIBIT TO ITEM 7
The chain of ownership from Bankers Trust New York
Corporation to Bankers Trust Company is shown below:
Bankers Trust New York Corporation
|
100%
|
Bankers Trust Company
