BANKERS TRUST NEW YORK CORPORATION
One Bankers Trust Plaza
New York, New York 10006
Damian P. Reitemeyer
Vice President
Telephone: (212) 250-4599
February 17, 1998
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 B
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,
Damian P. Reitemeyer
Enclosures
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 9 )*
Grey Advertising Inc
_______________________________________
NAME OF ISSUER:
Common Stock - Ltd Duration Cl B (Par Value
$1.00)
_______________________________________
TITLE OF CLASS OF SECURITIES
397838202
_______________________________________
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))
Page 1 of 7 Pages
CUSIP No. 397838202 Page 2 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 employee benefit plans. 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 0 SHARES
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER 0 SHARES
EACH
REPORTING 7. SOLE DISPOSITION POWER 0 SHARES
PERSON
WITH 8. SHARED DISPOSITION POWER 0 SHARES
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 0 SHARES
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
CUSIP No. 397838202 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:
130 Liberty Street
New York, New York 10006
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. 397838202 Page 4 of 7 Pages
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:
397838202
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, 1997, Bankers
Trust Company, (the Bank), was the
beneficial owner of 0 shares of common stock.
(ii) It was also the record owner of
56,944 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. Since, in the
view
CUSIP No. 397838202 Page 5 of 7 Pages
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 0.0%
of the Issuers outstanding Common
Stock. The stock as to which the Bank
disclaims beneficial ownership
constitutes 20.3% 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
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
CUSIP No. 397838202 Page 6 of 7 Pages
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, 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. 397838202 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, 1997
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 employee benefit plans.
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
