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 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. 3)*
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 Corporation and its wholly-owned
subsidiary, Bankers Trust Company. 13-6180473
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) [ ]
(B) [ ]
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
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH 7. SOLE DISPOSITION POWER
REPORTING
PERSON 8. SHARED DISPOSITION POWER
WITH
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
CUSIP No. 397838103 Page 3 of 8 Pages
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES
CERTAIN SHARES [ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.TYPE OF REPORTING PERSON *
Bankers Trust Corporation - HC
Bankers Trust Company - BK
CUSIP No. 397838103 Page 4 of 8 Pages
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.
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 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 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)
(ii)
CUSIP No. 397838103 Page 6 of 8 Pages
(b) Percent of Class:
(c) Number of shares as to which the Bank has:
(i) sole power to vote or to direct the vote -
(ii) shared power to vote or to direct the vote -
(iii) sole power to dispose or to direct the disposition
of -
(iv) shared power to dispose or to direct the
disposition of -
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to
report the fact that as of the date
hereof the reporting person has
ceased to be the beneficial owner
of more than five percent
of the class of securities, check
the following [X].
CUSIP No. 397838103 Page 7 of 8 Pages
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON:
Not applicable.
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. 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, 1998
Signature: Bankers Trust Corporation
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
