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 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,
Damian P. Reitemeyer
Enclosures
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 2)*
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))
Page 1 of 8 Pages
CUSIP No. 397838103
Page 2 of 8 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
SHARES Bankers Trust Company 2,900 shares
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
Bankers Trust Company 0 shares
EACH 7. SOLE DISPOSITION
POWER
REPORTING Bankers Trust Company 3,300 shares
PERSON 8. SHARED DISPOSITION
POWER
WITH Bankers Trust Company 0 shares
9.AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
Bankers Trust Company 3,300 shares
CUSIP No. 397838103 Page 3 of 8 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 0.4%
12.TYPE OF REPORTING PERSON *
Bankers Trust New York Corporation - HC
Bankers Trust Company - BK
CUSIP No. 397838103 Page 4 of 8 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. 397838103 Page 5 of 8 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, 1997,
Bankers Trust Company, as
Trustee for employee benefit
plans (the Bank), was the
beneficial owner of 3,300
shares of common stock.
(ii) It was also the record
owner of 49,763 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. 397838103 Page 6 of 8 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 0.4% of
the Issuers outstanding
Common Stock. The stock as to
which the Bank disclaims
beneficial ownership
constitutes 5.5% 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 -
Bankers Trust Company 2,900 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 3,300 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 7 of 8 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. 397838103 Page 8 of 8 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
