BANKERS TRUST CORPORATION
One Bankers Trust Plaza
New York, New York 10006
Damian P. Reitemeyer
Principal
Telephone: (212) 250-4599
February 12, 1999
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. 10 )*
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 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 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 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
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 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 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 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, 1998, 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 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 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 21.0% 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 and are held
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, 1998
Signature: Bankers Trust 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 Corporation
to Bankers Trust Company is shown below:
Bankers Trust Corporation
|
100%
|
Bankers Trust Company
