UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
TODD SHIPYARDS CORPORATION
_________________________________________________________________
(Name of Issuer)
Common Stock, $.01 Per Share Par Value
_________________________________________________________________
(Title of Class of Securities
889039-10-3
____________________________
(CUSIP Number)
Brent D. Baird
1350 One M&T Plaza
Buffalo, New York 14203 (Phone: (716) 849-1484)
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 22, 1997
_______________________
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box __.
Check the following box if a fee is being paid with the
statement. __. (A fee is not required only if the reporting
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.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*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 disclosures provided in
a prior cover page.
The information required on 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).
<PAGE>
SCHEDULE 13D
Amendment No. 7
CUSIP NO. 889039-10-3
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Aries Hill Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 40,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
40,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.404%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 889039-10-3
1. Name of Reporting Person
SS or Identification No. of above person (optional)
Brent D. Baird, individually
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 50,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
50,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.505%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 889039-10-3
1. Name of Reporting Person
SS or Identification No. of above person (optional)
Brent D. Baird, as trustee under an agreement dated 10/22/75
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 5,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
5,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.050%
14. TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 889039-10-3
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Anne S. Baird
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 20,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
20,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.202%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 889039-10-3
1. Name of Reporting Person
SS or Identification No. of above person (optional)
Cameron D. Baird
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 25,100
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
25,100
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,100
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.253%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 889039-10-3
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Jane D. Baird
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 60,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
60,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.605%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 889039-10-3
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Bridget B. Baird, individually
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 30,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
30,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.303%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 889039-10-3
1. Name of Reporting Person
SS or Identification No. of above person (optional)
Bridget B. Baird, as Successor Trustee under an Agreement
dated 12/23/38
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 121,700
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
121,700
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
121,700
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.228%
14. TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 889039-10-3
1. Name of Reporting Person
SS or Identification No. of above person (optional)
Bridget B. Baird, as Custodian for Alexis B. Baird
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 5,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
5,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.050%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 889039-10-3
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Bridget D. Baird, as Custodian for Cameron B. Blevins
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 3,500
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
3,500
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.035%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 889039-10-3
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
The Cameron Baird Foundation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 163,100
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
163,100
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
163,100
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.646%
14. TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 889039-10-3
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Brian D. Baird, individually
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 26,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
26,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.262%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 889039-10-3
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Brian D. Baird, as trustee of the Jane D. Baird trusts
dated 6/15/87
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 33,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
33,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.333%
14. TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 889039-10-3
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Brian D. Baird, as successor Trustee f/b/o Jane D. Baird
under an agreement dated 7/31/22
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 65,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
65,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
65,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.659%
14. TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 889039-10-3
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Brian D. Baird, as trustee f/b/o Jessica Carpenter
under an agreement dated 10/22/86
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 1,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
1,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.010%
14. TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 889039-10-3
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Brian D. Baird, as trustee f/b/o Joshua Carpenter
under an agreement dated 10/16/88
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 1,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
1,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.010%
14. TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 889039-10-3
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Susan B. Baird
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 2,500
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
2,500
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.025%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 889039-10-3
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Jessica B. Baird
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 2,500
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
2,500
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.025%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 889039-10-3
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Bronwyn Baird
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 5,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
5,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.050%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 889039-10-3
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Citizens Growth Properties
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 155,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
155,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
155,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.564%
14. TYPE OF REPORTING PERSON*
CO
<PAGE>
CUSIP NO. 889039-10-3
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Barbara P. Baird, individually
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 15,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
15,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.151%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 889039-10-3
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Barbara P. Baird, as custodian f/b/o Jeremy J. Baird
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 2,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
2,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.020%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 889039-10-3
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Barbara P. Baird, as custodian f/b/o Jonathan P. Baird
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 2,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
2,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.020%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 889039-10-3
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Cynthia Baird Stark
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 3,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
3,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.030%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 889039-10-3
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Ruth R. Senturia
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 3,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
3,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.030%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 889039-10-3
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
First Carolina Investors, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 700,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
700,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
700,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.063%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 889039-10-3
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Cinnamon Investments Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 45,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
45,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.454%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 889039-10-3
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Bruce C. Baird
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 38,500
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
38,500
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.389%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 889039-10-3
1. Name of Reporting Person
SS or Identification No. of above person (optional)
Belmont Contracting Co., Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 10,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
10,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.101%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 889039-10-3
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Martha B. Senturia
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 3,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
3,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.030%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 889039-10-3
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Sarah M. Baird
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 3,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
3,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.030%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
Amendment No. 7
CUSIP NO. 889039-10-3
INTRODUCTION
The acquisition of 1,530,900 shares of Common Stock of Todd
Shipyards Corporation was reported in the initial filing of this
Schedule 13D, which was filed with the Securities and Exchange
Commission on December 17, 1992, as amended by Amendment No. 1,
which was filed with the Securities and Exchange Commission on
January 22, 1993, by Amendment No. 2, which was filed with the
Securities and Exchange Commission on February 26, 1993, by
Amendment No. 3, which was filed with the Securities and Exchange
Commission on March 26, 1993, by Amendment No. 4, which was filed
with the Securities and Exchange Commission on June 11, 1993, by
Amendment No. 5, which was filed with the Securities and Exchange
Commission on September 13, 1993, and by Amendment No. 6
("Amendment No. 6"), which was filed with the Securities and
Exchange Commission on June 8, 1994.
Since the filing of Amendment No. 6, some of the Reporting
Persons have purchased additional Shares. In addition, there
have been other changes, including how the Shares are held and
the number of Shares held by each Reporting Person. After the
aforementioned changes, the total number of Shares now held by
the Reporting Persons is 1,638,900 Shares. Since the filing of
Amendment No. 6, there has also been a decrease in the number of
outstanding Shares of the Issuer, which has the resultant effect
of changing the percentages owned by each Reporting Person.
The cover page for each Reporting Person is hereby amended to
read as shown in this Amendment No. 7. Items 2, 3 and 5 are
hereby amended as shown in this Amendment No. 7. All other items
remain unchanged from the previous filings of this Schedule 13D,
as amended.
ITEM 2. IDENTITY AND BACKGROUND.
NOTE: THE EXECUTION AND SUBMISSION OF THIS STATEMENT
SHALL NOT BE CONSTRUED AS A STATEMENT OR ADMISSION THAT
THE REPORTING PERSONS (I) ARE ACTING AS A GROUP IN THE
ACQUISITION OF THE SHARES, (II) COLLECTIVELY CONSTITUTE
A "PERSON" WITHIN THE MEANING OF SECTION 13(D)(3) OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE
"ACT"), OR (III) FOR THE PURPOSES OF SECTION 13(D) OF
THE ACT, ARE THE BENEFICIAL OWNERS OF ANY SHARES OTHER
THAN THE SHARES IN WHICH EACH PERSON IS SPECIFICALLY
IDENTIFIED IN THIS STATEMENT TO HAVE A BENEFICIAL
INTEREST.
Item 2 is hereby amended to provide information as to
Cameron D. Baird, Jessica B. Baird, Martha B. Senturia, and Sarah
M. Baird. Some of the Shares currently owned by them were
previously held in either a custodian account for such Reporting
Person's benefit or in a trust for such Reporting Person's
benefit.
(17) (a) Cameron D. Baird
(b) 2107 Academy Lane, Newport News, VA 23602
(c) Teacher
(d) No
(e) No
(f) U.S.A.
(18) (a) Jessica B. Baird
(b) 317 Westmoreland Ave., Amherst, NY 14226
(c) Homemaker
(d) No
(e) No
(f) U.S.A.
(19) (a) Martha B. Senturia
(b) 3552 Ben St., San Diego, CA 92111
(c) Teaching Assistant, University of California -
San Diego
(d) No
(e) No
(f) U.S.A.
(20) (a) Sarah M. Baird
(b) 114 Bedford Ave., Hamden, CT 06517
(c) Homemaker
(d) No
(e) No
(f) U.S.A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
Item 3 is hereby amended to add the following information:
The total amount of funds paid for the Shares by the
Reporting Persons (which includes only purchases since the filing
of Amendment No. 6), was approximately $543,325.00, which does
not include brokerage commissions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Persons hereby report beneficial
ownership, in the manner hereinafter described, of 1,638,900
Shares of the Issuer:
<TABLE>
<CAPTION>
Percentage of
Number Of Outstanding
Shares Held in the Name of Shares Security (1)
<S> <C> <C>
Aries Hill Corp. 40,000 0.404%
Brent D. Baird 50,000 0.505%
individually (2)
as trustee under
an agreement dated
10/22/75 (3) 5,000 0.050%
Anne S. Baird 20,000 0.202%
Cameron D. Baird (4) 25,100 0.253%
Jane D. Baird 60,000 0.605%
Bridget B. Baird
individually 30,000 0.303%
as successor trustee
under an agreement
dated 12/23/38 (5) 121,700 1.228%
as custodian for
Alexis B. Baird (6) 5,000 0.050%
as custodian for
Cameron B. Blevins (6) 3,500 0.035%
The Cameron Baird 163,100 1.646%
Foundation
Brian D. Baird
individually 26,000 0.262%
as trustee of the
Jane D. Baird
trusts dated 6/15/87 (7) 33,000 0.333%
as successor trustee
f/b/o Jane D. Baird
under an agreement
dated 7/31/22 (5) 65,000 0.659%
as trustee f/b/o
Jessica Carpenter
under an agreement
dated 10/22/86 (8) 1,000 0.010%
as trustee f/b/o
Joshua Carpenter
under an agreement
dated 10/16/88 (9) 1,000 0.010%
Susan B. Baird 2,500 0.025%
Jessica B. Baird (10) 2,500 0.025%
Bronwyn Baird (11) 5,000 0.050%
Citizens Growth Properties 155,000 1.564%
Barbara P. Baird
individually 15,000 0.151%
as custodian f/b/o
Jeremy J. Baird (12) 2,000 0.020%
as custodian f/b/o
Jonathan P. Baird (12) 2,000 0.020%
Cynthia Baird Stark 3,000 0.030%
Ruth R. Senturia 3,000 0.030%
First Carolina Investors,
Inc. 700,000 7.063%
Cinnamon Investors, Ltd. 45,000 0.454%
Bruce C. Baird 38,500 0.389%
Belmont Contracting Co.,
Inc. 10,000 0.101%
Martha B. Senturia (13) 3,000 0.030%
Sarah M. Baird (13) 3,000 0.030%
______ _______
TOTAL 1,638,900 16.537%
</TABLE>
(1) The foregoing percentages assume that the number of
Shares of the Issuer outstanding is 9,910,180 Shares (as
reported in the Issuer's Form 10-K dated June 18, 1997).
(2) 15,000 of these Shares are held in a retirement plan
for Brent D. Baird.
(3) Jane D. Baird is the income beneficiary of this
revocable trust.
(4) Includes 100 shares formerly held in trust for
Cameron D. Baird
(5) Jane D. Baird is the income beneficiary; the issue
of Jane D. Baird are the remainder beneficiaries.
(6) Alexis B. Baird and Cameron B. Blevins are minor
children of Bridget B. Baird.
(7) The grandchildren of Jane D. Baird are the
beneficiaries of these trusts.
(8) Jessica Carpenter is the sole beneficiary.
(9) Joshua Carpenter is the sole beneficiary.
(10) These shares were formerly held by Susan B. Baird,
as custodian for Jessica B. Baird.
(11) These Shares were formerly reported in the name of
Bronwyn B. Clauson.
(12) Jeremy J. Baird and Jonathan P. Baird are minor
children of Barbara P. Baird and Brian D. Baird.
(13) These Shares were formerly held by one of the Jane
D. Baird trusts dated 6/15/87.
(b) For each person named in paragraph (a), that person has sole
voting and sole dispositive power over the Shares enumerated
in paragraph (a).
(c) The following purchases of the Shares were effected during
the past sixty days:
<TABLE>
<CAPTION>
Purchase In The Number of Price/ Transaction
Name Of Date Shares Share Made Through
<S> <C> <C> <C> <C>
Brent D. Baird
(held by
retirement plan) 10/7/97 900 4 1/8 Fahnestock & Co
10/7/97 4,400 4 3/16 Fahnestock & Co
10/10/97 5,000 4 1/4 Fahnestock & Co
Bruce C. Baird 10/14/97 1,000 4 1/4 Fahnestock & Co
10/15/97 1,500 4 1/4 Fahnestock & Co
10/17/97 2,000 4 1/4 Fahnestock & Co
10/20/97 2,000 4 1/4 Fahnestock & Co
10/22/97 2,000 4 1/4 Fahnestock & Co
</TABLE>
(d) Not applicable
(e) Not applicable
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge
and belief, we certify that the information set forth in this
statement is true, complete and correct.
DATED this 31st day of October, 1997.
ARIES HILL CORP. THE CAMERON BAIRD FOUNDATION
By: s/Brian D. Baird By: s/Brian D. Baird
Brian D. Baird, Secretary Brian D. Baird, Trustee
s/Brent D. Baird s/Brian D. Baird
Brent D. Baird, individually Brian D. Baird, individually,
and as trustee u/a dated 10/22/75 as trustee of the Jane D.
Baird trusts dated 6/15/87,
as trustee u/a dated 7/31/22,
as trustee u/a dated 10/22/86,
and as trustee u/a dated
10/16/88
Anne S. Baird; Cameron D. Baird;
Jane D. Baird; Bridget B. Baird, individually,
as successor trustee u/a dated 12/23/38, and as
custodian for Alexis B. Baird and Cameron B.
Blevins; Susan B. Baird; Jessica B. Baird;
Bronwyn Baird; Barbara P. Baird, individually
and as custodian for Jeremy J. Baird and
Jonathan P. Baird; Cynthia J. Baird; Ruth R.
Senturia; Bruce C. Baird; Martha B. Senturia;
and Sarah M. Baird
By: s/Brian D. Baird
Brian D. Baird, as Attorney-in-fact
CITIZENS GROWTH PROPERTIES FIRST CAROLINA INVESTORS, INC.
By: s/Brian D. Baird By: s/Brent D. Baird
Brian D. Baird, Secretary Brent D. Baird, Chairman
of the Board
CINNAMON INVESTMENTS, LTD. BELMONT CONTRACTING CO., INC.
By: s/Brian D. Baird By: s/Brian D. Baird
Brian D. Baird Brian D. Baird, Secretary
