BANKERS TRUST NEW YORK CORPORATION
One Bankers Trust Plaza
New York, New York 10006
Linda L. Assali Mailing Address:
Vice President BT Services Tennessee,
Inc.
Telephone: 615-835-2901 648 Grassmere Park
Nashville, TN 37211
February 14, 1997
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 - Class A
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,
Linda Assali
Enclosures
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Grey Advertising Inc
_______________________________________
NAME OF ISSUER:
Common Stock - Class A (Par Value
$1.00)
_____________________________________
__
TITLE OF CLASS OF
SECURITIES 397838103
_____________________________________
__ 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 page(s))
CUSIP No. 397838103 Page 1 of 7 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 Bankers Trust Company 1,900
shares
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY Bankers Trust Company 0
shares
EACH 7. SOLE DISPOSITION POWER
REPORTING Bankers Trust Company 2,300
shares
PERSON 8. SHARED DISPOSITION POWER
WITH Bankers Trust Company 0
shares
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
Bankers Trust Company 2,300
shares
CUSIP No. 397838103 Page 2 of 7 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
Bankers Trust Company 0.2%
12.TYPE OF REPORTING PERSON *
Bankers Trust New York Corporation - HC
Bankers Trust Company - BK
CUSIP No. 397838103 Page 3 of 7 Pages
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 BENEFICIAL 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 ISSUER'S 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 employee benefit plans.
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
280 Park Avenue
New York, New York 10017
Item 2(c) CITIZENSHIP:
Bankers Trust New York Corporation and Bankers
Trust Company, as Trustee for employee benefit
plans, are both corporations incorporated in the
State of New York with their principal business
offices located in New York.
CUSIP No. 397838103 Page 4 of 7 Pages
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock - Class A (Par Value $1.00) of
Grey Advertising Inc, a Delaware corporation.
Item 2(e) CUSIP NUMBER:
397838103
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, 1996, Bankers Trust
Company, as Trustee for employee benefit plans
(the Bank), was the beneficial owner of 2,300
shares of common stock.
(ii) It was also the record owner of 50,136
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
circumstances, ERISA may require the Trustee to
vote shares which are not allocated to
participants accounts and unvoted shares.
Since,
CUSIP No. 397838103 Page 5 of 7 Pages
in the view of the Bank and Bankers Trust New
York Corporation, such voting power is merely a
residual power based upon the occurrence of an
unlikely contingency, and is not a sole or
shared power to vote the securities, the Bank
and Bankers Trust New York Corporation hereby
disclaim beneficial ownership of such
securities.
(b) Percent of Class:
The stock described in Item 4(a) above as to
which the Bank acknowledges beneficial ownership
constitutes 0.3% of the Issuer s outstanding
Common Stock. The stock as to which the Bank
disclaims beneficial ownership constitutes 5.7%
of the Issuer s outstanding stock.
(c) Number of shares as to which the Bank has:
(i) sole power to vote or to direct the vote -
Bankers Trust Company 1,900 shares
(ii) shared power to vote or to direct the vote -
Bankers Trust Company 0 shares
(iii)sole power to dispose or to direct the
disposition of -
Bankers Trust Company 2,300 shares
(iv) shared power to dispose or to direct the
disposition of -
Bankers Trust Company 0 shares
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
CUSIP No. 397838103 Page 6 of 7 Pages
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON:
The Issuer s employee benefit plan, for which
the bank serves as Trustee, has 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.
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.
CUSIP No. 397838103 Page 7 of 7 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.
Date: as of December 31, 1996
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
