-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lvd+UP6H44xr4CY/OueuvKxK1elWUcx6ZkxALWo1RqhzcBc6wGQKkrVYPTViX4ll 4+sEdQ8Li6SssHE7d3W1Kg== 0000315032-98-000007.txt : 19980123 0000315032-98-000007.hdr.sgml : 19980123 ACCESSION NUMBER: 0000315032-98-000007 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980122 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STATE FARM MUTUAL AUTOMOBILE INSURANCE CO CENTRAL INDEX KEY: 0000315032 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 370533100 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-42569 FILM NUMBER: 98511211 BUSINESS ADDRESS: STREET 1: ONE STATE FARM PLAZA CITY: BLOOMINGTON STATE: IL ZIP: 61701 BUSINESS PHONE: 3097662302 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STATE FARM MUTUAL AUTOMOBILE INSURANCE CO CENTRAL INDEX KEY: 0000315032 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 370533100 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE STATE FARM PLAZA CITY: BLOOMINGTON STATE: IL ZIP: 61701 BUSINESS PHONE: 3097662302 SC 13G/A 1 Page _____ of _____ Pages 1 8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 13 (A fee is not being paid with this statement) ARCHER DANIELS MIDLAND COMPANY ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 039483102 ___________________________________________________ (Cusip Number) 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. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 27,876,942 6. Shared Voting Power: 0 7. Sole Dispositive Power: 27,876,942 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 27,876,942 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 5.00 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Life Insurance Company 37-0533090 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 235,471 6. Shared Voting Power: 0 7. Sole Dispositive Power: 235,471 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 235,471 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.04 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Fire and Casualty Company 37-0533080 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 3,885,416 6. Shared Voting Power: 0 7. Sole Dispositive Power: 3,885,416 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 3,885,416 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.69 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Investment Management Corp. 37-0902469 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Delaware 5. Sole Voting Power: 3,634,754 6. Shared Voting Power: 0 7. Sole Dispositive Power: 3,634,754 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 3,634,754 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.65 % 12. Type of Reporting Person: IA Page _____ of _____ Pages 4 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Employee Retirement Trust 36-6042145 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 6,235,665 6. Shared Voting Power: 0 7. Sole Dispositive Power: 6,235,665 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 6,235,665 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.11 % 12. Type of Reporting Person: EP ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees 37-6091823 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 4,179,438 6. Shared Voting Power: 0 7. Sole Dispositive Power: 4,179,438 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 4,179,438 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.74 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 5 8 Item 1(a) and (b). Name and Address of Issuer: __________________________ ARCHER DANIELS MIDLAND COMPANY 4666 FARIES PARKWAY BOX 1470 DECATUR, ILL. 62525 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 46,047,686 shares on 12/31/1997 _________________________ Item 4(b). Percent of Class: 8.25 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 6 8 Item 10. Certification. The undersigned certify that, to the best of his 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. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/23/1998 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of each of the above Page _____ of _____ Pages 7 8 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 8 8 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 27,876,942 shares State Farm Life Insurance Company IC 235,471 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 3,885,416 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 2,860,950 shares State Farm Balanced Fund, Inc. IV 773,804 shares State Farm Insurance Companies Employee Retirement Trust EP 6,235,665 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 3,358,188 shares Balanced Account 821,250 shares ----------------- 46,047,686 shares Page _____ of _____ Pages 1 8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 9 (A fee is not being paid with this statement) ALLERGAN INC. ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 018490102 ___________________________________________________ (Cusip Number) 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. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 2,200,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 2,200,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 2,200,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 3.37 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Fire and Casualty Company 37-0533080 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 500,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 500,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 500,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.76 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Investment Management Corp. 37-0902469 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Delaware 5. Sole Voting Power: 38,700 6. Shared Voting Power: 0 7. Sole Dispositive Power: 38,700 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 38,700 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.05 % 12. Type of Reporting Person: IA ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Employee Retirement Trust 36-6042145 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 1,200,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,200,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,200,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.83 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 4 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees 37-6091823 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 44,200 6. Shared Voting Power: 0 7. Sole Dispositive Power: 44,200 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 44,200 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.06 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 5 8 Item 1(a) and (b). Name and Address of Issuer: __________________________ ALLERGAN INC. 2525 DUPONT DRIVE IRVINE, CALIF. 92612 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 3,982,900 shares on 12/31/1997 _________________________ Item 4(b). Percent of Class: 6.10 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 6 8 Item 10. Certification. The undersigned certify that, to the best of his 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. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/23/1998 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of each of the above Page _____ of _____ Pages 7 8 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 8 8 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 2,200,000 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 500,000 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 0 shares State Farm Balanced Fund, Inc. IV 38,700 shares State Farm Insurance Companies Employee Retirement Trust EP 1,200,000 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 0 shares Balanced Account 44,200 shares ----------------- 3,982,900 shares Page _____ of _____ Pages 1 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 1 (A fee is not being paid with this statement) APTARGROUP, INC. ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 038336103 ___________________________________________________ (Cusip Number) 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. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 6 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 857,966 6. Shared Voting Power: 0 7. Sole Dispositive Power: 857,966 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 857,966 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 4.77 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Employee Retirement Trust 36-6042145 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 138,600 6. Shared Voting Power: 0 7. Sole Dispositive Power: 138,600 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 138,600 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.77 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 3 6 Item 1(a) and (b). Name and Address of Issuer: __________________________ APTARGROUP, INC. 475 WEST TERRA COTTA AVE. SUITE E CRYSTAL LAKE, ILL. 60014 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 996,566 shares on 12/31/1997 _________________________ Item 4(b). Percent of Class: 5.54 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 4 6 Item 10. Certification. The undersigned certify that, to the best of his 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. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/23/1998 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of each of the above Page _____ of _____ Pages 5 6 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 6 6 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 857,966 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 0 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 0 shares State Farm Balanced Fund, Inc. IV 0 shares State Farm Insurance Companies Employee Retirement Trust EP 138,600 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 0 shares Balanced Account 0 shares ----------------- 996,566 shares Page _____ of _____ Pages 1 7 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 5 (A fee is not being paid with this statement) BALLARD MEDICAL PRODUCTS ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 058566100 ___________________________________________________ (Cusip Number) 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. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 7 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Investment Management Corp. 37-0902469 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Delaware 5. Sole Voting Power: 1,247,751 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,247,751 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,247,751 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 4.29 % 12. Type of Reporting Person: IA ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Employee Retirement Trust 36-6042145 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 500,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 500,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 500,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.72 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 3 7 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees 37-6091823 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 516,751 6. Shared Voting Power: 0 7. Sole Dispositive Power: 516,751 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 516,751 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.77 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 4 7 Item 1(a) and (b). Name and Address of Issuer: __________________________ BALLARD MEDICAL PRODUCTS 12050 LONE PEAK PARKWAY DRAPER, UTAH 84020 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 2,264,502 shares on 12/31/1997 _________________________ Item 4(b). Percent of Class: 7.80 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 5 7 Item 10. Certification. The undersigned certify that, to the best of his 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. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/23/1998 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of each of the above Page _____ of _____ Pages 6 7 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 7 7 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 0 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 0 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 820,000 shares State Farm Balanced Fund, Inc. IV 427,751 shares State Farm Insurance Companies Employee Retirement Trust EP 500,000 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 0 shares Balanced Account 516,751 shares ----------------- 2,264,502 shares Page _____ of _____ Pages 1 8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 19 (A fee is not being paid with this statement) PACIFIC CENTURY FINANCIAL CORPORATION (Formerly Bancorp Hawaii Inc. cusip 059685107) ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 694058108 ___________________________________________________ (Cusip Number) 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. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 1,633,500 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,633,500 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,633,500 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.03 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Fire and Casualty Company 37-0533080 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 506,384 6. Shared Voting Power: 0 7. Sole Dispositive Power: 506,384 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 506,384 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.62 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Investment Management Corp. 37-0902469 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Delaware 5. Sole Voting Power: 821,034 6. Shared Voting Power: 0 7. Sole Dispositive Power: 821,034 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 821,034 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.02 % 12. Type of Reporting Person: IA ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Employee Retirement Trust 36-6042145 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 1,001,334 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,001,334 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,001,334 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.24 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 4 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees 37-6091823 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 933,860 6. Shared Voting Power: 0 7. Sole Dispositive Power: 933,860 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 933,860 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.16 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 5 8 Item 1(a) and (b). Name and Address of Issuer: __________________________ PACIFIC CENTURY FINANCIAL CORPORATION 130 MERCHANT STREET HONOLULU, HAWAII 96813 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 4,896,112 shares on 12/31/1997 _________________________ Item 4(b). Percent of Class: 6.08 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 6 8 Item 10. Certification. The undersigned certify that, to the best of his 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. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/23/1998 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of each of the above Page _____ of _____ Pages 7 8 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 8 8 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 1,633,500 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 506,384 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 640,074 shares State Farm Balanced Fund, Inc. IV 180,960 shares State Farm Insurance Companies Employee Retirement Trust EP 1,001,334 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 738,610 shares Balanced Account 195,250 shares ----------------- 4,896,112 shares Page _____ of _____ Pages 1 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 24 (A fee is not being paid with this statement) BRE PROPERTIES INC. ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 05564E106 ___________________________________________________ (Cusip Number) 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. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 6 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 3,226,388 6. Shared Voting Power: 0 7. Sole Dispositive Power: 3,226,388 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 3,226,388 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 8.70 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Employee Retirement Trust 36-6042145 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 292,570 6. Shared Voting Power: 0 7. Sole Dispositive Power: 292,570 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 292,570 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.78 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 3 6 Item 1(a) and (b). Name and Address of Issuer: __________________________ BRE PROPERTIES INC. ONE MONTGOMERY STREET TELESIS TOWER, SUITE 2500 SAN FRANCISCO, CA. 94104-5525 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 3,518,958 shares on 12/31/1997 _________________________ Item 4(b). Percent of Class: 9.49 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 4 6 Item 10. Certification. The undersigned certify that, to the best of his 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. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/23/1998 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of each of the above Page _____ of _____ Pages 5 6 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 6 6 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 3,226,388 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 0 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 0 shares State Farm Balanced Fund, Inc. IV 0 shares State Farm Insurance Companies Employee Retirement Trust EP 292,570 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 0 shares Balanced Account 0 shares ----------------- 3,518,958 shares Page _____ of _____ Pages 1 7 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 2 (A fee is not being paid with this statement) BARRETT RESOURCES CORPORATION ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 068480201 ___________________________________________________ (Cusip Number) 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. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 7 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 1,863,733 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,863,733 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,863,733 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 5.93 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Fire and Casualty Company 37-0533080 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 130,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 130,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 130,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.41 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 7 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Investment Management Corp. 37-0902469 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Delaware 5. Sole Voting Power: 440,400 6. Shared Voting Power: 0 7. Sole Dispositive Power: 440,400 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 440,400 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.40 % 12. Type of Reporting Person: IA ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees 37-6091823 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 500,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 500,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 500,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.59 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 4 7 Item 1(a) and (b). Name and Address of Issuer: __________________________ BARRETT RESOURCES CORPORATION 1515 ARAPAHOE STREET TOWER 3, SUITE 1000 DENVER, COLO. 80202 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 2,934,133 shares on 12/31/1997 _________________________ Item 4(b). Percent of Class: 9.34 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 5 7 Item 10. Certification. The undersigned certify that, to the best of his 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. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/23/1998 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of each of the above Page _____ of _____ Pages 6 7 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 7 7 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 1,863,733 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 130,000 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 440,400 shares State Farm Balanced Fund, Inc. IV 0 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 500,000 shares Balanced Account 0 shares ----------------- 2,934,133 shares Page _____ of _____ Pages 1 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 1 (A fee is not being paid with this statement) CANWEST GLOBAL COMMUNICATIONS CORP. ___________________________________________________ (Issuer) NON-VOTING COMMON SHARES ___________________________________________________ (Title of Class of Securities) 138906300 ___________________________________________________ (Cusip Number) 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. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 6 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 1,600,800 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,600,800 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,600,800 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 14.33 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 6 Item 1(a) and (b). Name and Address of Issuer: __________________________ CANWEST GLOBAL COMMUNICATIONS CORP. 3100 TD CENTRE 201 PORTAGE AVE. WINNIPEG, M.B., CANADA R3B 3L7 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 1,600,800 shares on 12/31/1997 _________________________ Item 4(b). Percent of Class: 14.33 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 4 6 Item 10. Certification. The undersigned certify that, to the best of his 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. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/23/1998 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of each of the above Page _____ of _____ Pages 5 6 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 6 6 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 1,600,800 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 0 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 0 shares State Farm Balanced Fund, Inc. IV 0 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 0 shares Balanced Account 0 shares ----------------- 1,600,800 shares Page _____ of _____ Pages 1 7 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 12 (A fee is not being paid with this statement) ENGELHARD CORPORATION ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 292845104 ___________________________________________________ (Cusip Number) 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. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 7 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 5,748,975 6. Shared Voting Power: 0 7. Sole Dispositive Power: 5,748,975 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 5,748,975 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 3.97 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Fire and Casualty Company 37-0533080 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 846,450 6. Shared Voting Power: 0 7. Sole Dispositive Power: 846,450 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 846,450 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.58 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 7 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Employee Retirement Trust 36-6042145 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 3,075,468 6. Shared Voting Power: 0 7. Sole Dispositive Power: 3,075,468 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 3,075,468 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.12 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 4 7 Item 1(a) and (b). Name and Address of Issuer: __________________________ ENGELHARD CORPORATION 101 WOOD AVENUE ISELIN, NEW JERSEY 08830 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 9,670,893 shares on 12/31/1997 _________________________ Item 4(b). Percent of Class: 6.69 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 5 7 Item 10. Certification. The undersigned certify that, to the best of his 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. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/23/1998 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of each of the above Page _____ of _____ Pages 6 7 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 7 7 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 5,748,975 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 846,450 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 0 shares State Farm Balanced Fund, Inc. IV 0 shares State Farm Insurance Companies Employee Retirement Trust EP 3,075,468 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 0 shares Balanced Account 0 shares ----------------- 9,670,893 shares Page _____ of _____ Pages 1 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 19 (A fee is not being paid with this statement) ELCOR CORPORATION ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 284443108 ___________________________________________________ (Cusip Number) 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. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 6 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 750,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 750,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 750,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 5.66 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 6 Item 1(a) and (b). Name and Address of Issuer: __________________________ ELCOR CORPORATION 14643 DALLAS PARKWAY SUITE 1000, WELLINGTON CENTRE DALLAS, TEXAS 75240-8871 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 750,000 shares on 12/31/1997 _________________________ Item 4(b). Percent of Class: 5.66 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 4 6 Item 10. Certification. The undersigned certify that, to the best of his 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. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/23/1998 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of each of the above Page _____ of _____ Pages 5 6 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 6 6 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 750,000 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 0 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 0 shares State Farm Balanced Fund, Inc. IV 0 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 0 shares Balanced Account 0 shares ----------------- 750,000 shares Page _____ of _____ Pages 1 7 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 15 (A fee is not being paid with this statement) GREAT LAKES CHEMICAL CORPORATION ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 390568103 ___________________________________________________ (Cusip Number) 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. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 7 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 3,484,800 6. Shared Voting Power: 0 7. Sole Dispositive Power: 3,484,800 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 3,484,800 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 5.82 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Life Insurance Company 37-0533090 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 53,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 53,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 53,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.08 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 7 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Investment Management Corp. 37-0902469 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Delaware 5. Sole Voting Power: 462,300 6. Shared Voting Power: 0 7. Sole Dispositive Power: 462,300 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 462,300 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.77 % 12. Type of Reporting Person: IA ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees 37-6091823 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 543,500 6. Shared Voting Power: 0 7. Sole Dispositive Power: 543,500 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 543,500 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.90 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 4 7 Item 1(a) and (b). Name and Address of Issuer: __________________________ GREAT LAKES CHEMICAL CORPORATION ONE GREAT LAKES BLVD. P.O. BOX 2200 WEST LAFAYETTE, IND. 47906 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 4,543,600 shares on 12/31/1997 _________________________ Item 4(b). Percent of Class: 7.59 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 5 7 Item 10. Certification. The undersigned certify that, to the best of his 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. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/23/1998 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of each of the above Page _____ of _____ Pages 6 7 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 7 7 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 3,484,800 shares State Farm Life Insurance Company IC 53,000 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 0 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 364,300 shares State Farm Balanced Fund, Inc. IV 98,000 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 433,500 shares Balanced Account 110,000 shares ----------------- 4,543,600 shares Page _____ of _____ Pages 1 7 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 17 (A fee is not being paid with this statement) GATX CORPORATION ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 361448103 ___________________________________________________ (Cusip Number) 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. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 7 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 1,668,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,668,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,668,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 6.82 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Fire and Casualty Company 37-0533080 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 441,400 6. Shared Voting Power: 0 7. Sole Dispositive Power: 441,400 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 441,400 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.80 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 7 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Employee Retirement Trust 36-6042145 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 804,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 804,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 804,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 3.28 % 12. Type of Reporting Person: EP ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees 37-6091823 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 31,900 6. Shared Voting Power: 0 7. Sole Dispositive Power: 31,900 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 31,900 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.13 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 4 7 Item 1(a) and (b). Name and Address of Issuer: __________________________ GATX CORPORATION 500 WEST MONROE STREET CHICAGO, ILL. 60661-3676 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 2,945,300 shares on 12/31/1997 _________________________ Item 4(b). Percent of Class: 12.04 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 5 7 Item 10. Certification. The undersigned certify that, to the best of his 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. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/23/1998 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of each of the above Page _____ of _____ Pages 6 7 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 7 7 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 1,668,000 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 441,400 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 0 shares State Farm Balanced Fund, Inc. IV 0 shares State Farm Insurance Companies Employee Retirement Trust EP 804,000 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 26,600 shares Balanced Account 5,300 shares ----------------- 2,945,300 shares Page _____ of _____ Pages 1 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 12 (A fee is not being paid with this statement) HELMERICH & PAYNE, INC. ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 423452101 ___________________________________________________ (Cusip Number) 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. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 6 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 2,064,300 6. Shared Voting Power: 0 7. Sole Dispositive Power: 2,064,300 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 2,064,300 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 8.21 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 6 Item 1(a) and (b). Name and Address of Issuer: __________________________ HELMERICH & PAYNE, INC. UTICA AT 21ST TULSA, OKLA. 74114 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 2,064,300 shares on 12/31/1997 _________________________ Item 4(b). Percent of Class: 8.21 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 4 6 Item 10. Certification. The undersigned certify that, to the best of his 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. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/23/1998 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of each of the above Page _____ of _____ Pages 5 6 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 6 6 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 2,064,300 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 0 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 0 shares State Farm Balanced Fund, Inc. IV 0 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 0 shares Balanced Account 0 shares ----------------- 2,064,300 shares Page _____ of _____ Pages 1 8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 15 (A fee is not being paid with this statement) INTERNATIONAL FLAVORS & FRAGRANCES INC. ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 459506101 ___________________________________________________ (Cusip Number) 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. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 3,538,200 6. Shared Voting Power: 0 7. Sole Dispositive Power: 3,538,200 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 3,538,200 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 3.24 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Life Insurance Company 37-0533090 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 87,400 6. Shared Voting Power: 0 7. Sole Dispositive Power: 87,400 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 87,400 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.08 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Fire and Casualty Company 37-0533080 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 480,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 480,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 480,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.43 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Investment Management Corp. 37-0902469 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Delaware 5. Sole Voting Power: 681,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 681,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 681,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.62 % 12. Type of Reporting Person: IA Page _____ of _____ Pages 4 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Employee Retirement Trust 36-6042145 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 1,561,500 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,561,500 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,561,500 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.43 % 12. Type of Reporting Person: EP ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees 37-6091823 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 651,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 651,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 651,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.59 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 5 8 Item 1(a) and (b). Name and Address of Issuer: __________________________ INTERNATIONAL FLAVORS & FRAGRANCES INC. 521 WEST 57TH STREET NEW YORK, NEW YORK 10019-2960 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 6,999,100 shares on 12/31/1997 _________________________ Item 4(b). Percent of Class: 6.41 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 6 8 Item 10. Certification. The undersigned certify that, to the best of his 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. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/23/1998 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of each of the above Page _____ of _____ Pages 7 8 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 8 8 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 3,538,200 shares State Farm Life Insurance Company IC 87,400 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 480,000 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 561,000 shares State Farm Balanced Fund, Inc. IV 120,000 shares State Farm Insurance Companies Employee Retirement Trust EP 1,561,500 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 492,000 shares Balanced Account 159,000 shares ----------------- 6,999,100 shares Page _____ of _____ Pages 1 7 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 5 (A fee is not being paid with this statement) K N ENERGY, INC. ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 482620101 ___________________________________________________ (Cusip Number) 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. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 7 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 1,424,965 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,424,965 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,424,965 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 4.52 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Investment Management Corp. 37-0902469 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Delaware 5. Sole Voting Power: 180,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 180,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 180,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.57 % 12. Type of Reporting Person: IA Page _____ of _____ Pages 3 7 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Employee Retirement Trust 36-6042145 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 310,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 310,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 310,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.98 % 12. Type of Reporting Person: EP ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees 37-6091823 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 185,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 185,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 185,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.58 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 4 7 Item 1(a) and (b). Name and Address of Issuer: __________________________ K N ENERGY, INC. 370 VAN GORDON STREET P.O. BOX 281304 LAKEWOOD, COLO. 80228-8304 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 2,099,965 shares on 12/31/1997 _________________________ Item 4(b). Percent of Class: 6.67 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 5 7 Item 10. Certification. The undersigned certify that, to the best of his 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. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/23/1998 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of each of the above Page _____ of _____ Pages 6 7 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 7 7 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 1,424,965 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 0 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 0 shares State Farm Balanced Fund, Inc. IV 180,000 shares State Farm Insurance Companies Employee Retirement Trust EP 310,000 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 0 shares Balanced Account 185,000 shares ----------------- 2,099,965 shares Page _____ of _____ Pages 1 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 7 (A fee is not being paid with this statement) MANPOWER INC. ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 56418H100 ___________________________________________________ (Cusip Number) 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. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 6 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 6,160,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 6,160,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 6,160,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 7.59 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 6 Item 1(a) and (b). Name and Address of Issuer: __________________________ MANPOWER INC. 5301 N. IRONWOOD ROAD MILWAUKEE, WISC. 53217 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 6,160,000 shares on 12/31/1997 _________________________ Item 4(b). Percent of Class: 7.59 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 4 6 Item 10. Certification. The undersigned certify that, to the best of his 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. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/23/1998 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of each of the above Page _____ of _____ Pages 5 6 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 6 6 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 6,160,000 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 0 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 0 shares State Farm Balanced Fund, Inc. IV 0 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 0 shares Balanced Account 0 shares ----------------- 6,160,000 shares Page _____ of _____ Pages 1 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 11 (A fee is not being paid with this statement) THE NEWHALL LAND AND FARMING COMPANY ___________________________________________________ (Issuer) DEPOSITARY RECEIPTS ___________________________________________________ (Title of Class of Securities) 651426108 ___________________________________________________ (Cusip Number) 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. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 6 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 3,400,758 6. Shared Voting Power: 0 7. Sole Dispositive Power: 3,400,758 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 3,400,758 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 9.86 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 6 Item 1(a) and (b). Name and Address of Issuer: __________________________ THE NEWHALL LAND AND FARMING COMPANY 23823 VALENCIA BLVD. VALENCIA, CALIF. 91355 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 3,400,758 shares on 12/31/1997 _________________________ Item 4(b). Percent of Class: 9.86 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 4 6 Item 10. Certification. The undersigned certify that, to the best of his 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. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/23/1998 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of each of the above Page _____ of _____ Pages 5 6 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 6 6 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 3,400,758 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 0 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 0 shares State Farm Balanced Fund, Inc. IV 0 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 0 shares Balanced Account 0 shares ----------------- 3,400,758 shares Page _____ of _____ Pages 1 8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 11 (A fee is not being paid with this statement) NUCOR CORPORATION ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 670346105 ___________________________________________________ (Cusip Number) 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. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 5,409,200 6. Shared Voting Power: 0 7. Sole Dispositive Power: 5,409,200 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 5,409,200 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 6.15 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Life Insurance Company 37-0533090 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 70,700 6. Shared Voting Power: 0 7. Sole Dispositive Power: 70,700 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 70,700 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.08 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Fire and Casualty Company 37-0533080 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 700,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 700,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 700,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.79 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Investment Management Corp. 37-0902469 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Delaware 5. Sole Voting Power: 355,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 355,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 355,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.40 % 12. Type of Reporting Person: IA Page _____ of _____ Pages 4 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Employee Retirement Trust 36-6042145 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 252,500 6. Shared Voting Power: 0 7. Sole Dispositive Power: 252,500 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 252,500 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.28 % 12. Type of Reporting Person: EP ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees 37-6091823 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 705,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 705,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 705,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.80 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 5 8 Item 1(a) and (b). Name and Address of Issuer: __________________________ NUCOR CORPORATION 2100 REXFORD ROAD CHARLOTTE, N.C. 28211 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 7,492,400 shares on 12/31/1997 _________________________ Item 4(b). Percent of Class: 8.52 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 6 8 Item 10. Certification. The undersigned certify that, to the best of his 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. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/23/1998 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of each of the above Page _____ of _____ Pages 7 8 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 8 8 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 5,409,200 shares State Farm Life Insurance Company IC 70,700 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 700,000 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 195,000 shares State Farm Balanced Fund, Inc. IV 160,000 shares State Farm Insurance Companies Employee Retirement Trust EP 252,500 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 640,000 shares Balanced Account 65,000 shares ----------------- 7,492,400 shares Page _____ of _____ Pages 1 7 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 17 (A fee is not being paid with this statement) OSMONICS INC. ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 688350107 ___________________________________________________ (Cusip Number) 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. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 7 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 528,187 6. Shared Voting Power: 0 7. Sole Dispositive Power: 528,187 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 528,187 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 3.79 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Investment Management Corp. 37-0902469 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Delaware 5. Sole Voting Power: 421,875 6. Shared Voting Power: 0 7. Sole Dispositive Power: 421,875 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 421,875 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 3.02 % 12. Type of Reporting Person: IA Page _____ of _____ Pages 3 7 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees 37-6091823 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 438,750 6. Shared Voting Power: 0 7. Sole Dispositive Power: 438,750 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 438,750 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 3.14 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 4 7 Item 1(a) and (b). Name and Address of Issuer: __________________________ OSMONICS INC. 5951 CLEARWATER DRIVE MINNETONKA, MN. 55343 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 1,388,812 shares on 12/31/1997 _________________________ Item 4(b). Percent of Class: 9.96 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 5 7 Item 10. Certification. The undersigned certify that, to the best of his 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. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/23/1998 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of each of the above Page _____ of _____ Pages 6 7 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 7 7 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 528,187 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 0 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 337,500 shares State Farm Balanced Fund, Inc. IV 84,375 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 337,500 shares Balanced Account 101,250 shares ----------------- 1,388,812 shares Page _____ of _____ Pages 1 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 9 (A fee is not being paid with this statement) PRECISION CASTPARTS CORP. ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 740189105 ___________________________________________________ (Cusip Number) 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. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 6 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 1,531,100 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,531,100 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,531,100 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 6.33 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 6 Item 1(a) and (b). Name and Address of Issuer: __________________________ PRECISION CASTPARTS CORP. 4650 S.W. MACADAM AVE. SUITE 440 PORTLAND, ORE. 97201-4254 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 1,531,100 shares on 12/31/1997 _________________________ Item 4(b). Percent of Class: 6.33 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 4 6 Item 10. Certification. The undersigned certify that, to the best of his 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. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/23/1998 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of each of the above Page _____ of _____ Pages 5 6 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 6 6 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 1,531,100 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 0 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 0 shares State Farm Balanced Fund, Inc. IV 0 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 0 shares Balanced Account 0 shares ----------------- 1,531,100 shares Page _____ of _____ Pages 1 7 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 20 (A fee is not being paid with this statement) POGO PRODUCING COMPANY ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 730448107 ___________________________________________________ (Cusip Number) 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. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 7 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 3,180,145 6. Shared Voting Power: 0 7. Sole Dispositive Power: 3,180,145 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 3,180,145 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 9.48 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Life Insurance Company 37-0533090 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 957,766 6. Shared Voting Power: 0 7. Sole Dispositive Power: 957,766 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 957,766 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.85 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 7 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Fire and Casualty Company 37-0533080 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 146,400 6. Shared Voting Power: 0 7. Sole Dispositive Power: 146,400 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 146,400 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.43 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Employee Retirement Trust 36-6042145 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 1,235,766 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,235,766 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,235,766 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 3.68 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 4 7 Item 1(a) and (b). Name and Address of Issuer: __________________________ POGO PRODUCING COMPANY 5 GREENWAY PLAZA SUITE 2700 HOUSTON, TEXAS 77046-0504 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 5,520,077 shares on 12/31/1997 _________________________ Item 4(b). Percent of Class: 16.46 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 5 7 Item 10. Certification. The undersigned certify that, to the best of his 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. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/23/1998 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of each of the above Page _____ of _____ Pages 6 7 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 7 7 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 3,180,145 shares State Farm Life Insurance Company IC 957,766 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 146,400 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 0 shares State Farm Balanced Fund, Inc. IV 0 shares State Farm Insurance Companies Employee Retirement Trust EP 1,235,766 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 0 shares Balanced Account 0 shares ----------------- 5,520,077 shares Page _____ of _____ Pages 1 8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 12 (A fee is not being paid with this statement) PENNZOIL COMPANY ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 709903108 ___________________________________________________ (Cusip Number) 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. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 1,907,286 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,907,286 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,907,286 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 4.01 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Fire and Casualty Company 37-0533080 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 272,500 6. Shared Voting Power: 0 7. Sole Dispositive Power: 272,500 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 272,500 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.57 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Investment Management Corp. 37-0902469 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Delaware 5. Sole Voting Power: 302,320 6. Shared Voting Power: 0 7. Sole Dispositive Power: 302,320 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 302,320 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.63 % 12. Type of Reporting Person: IA ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Employee Retirement Trust 36-6042145 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 925,086 6. Shared Voting Power: 0 7. Sole Dispositive Power: 925,086 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 925,086 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.94 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 4 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees 37-6091823 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 339,500 6. Shared Voting Power: 0 7. Sole Dispositive Power: 339,500 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 339,500 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.71 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 5 8 Item 1(a) and (b). Name and Address of Issuer: __________________________ PENNZOIL COMPANY PENNZOIL PLACE P.O. BOX 2967 HOUSTON, TEXAS 77252-2967 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 3,746,692 shares on 12/31/1997 _________________________ Item 4(b). Percent of Class: 7.89 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 6 8 Item 10. Certification. The undersigned certify that, to the best of his 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. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/23/1998 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of each of the above Page _____ of _____ Pages 7 8 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 8 8 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 1,907,286 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 272,500 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 237,100 shares State Farm Balanced Fund, Inc. IV 65,220 shares State Farm Insurance Companies Employee Retirement Trust EP 925,086 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 267,900 shares Balanced Account 71,600 shares ----------------- 3,746,692 shares Page _____ of _____ Pages 1 8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 18 (A fee is not being paid with this statement) RUBBERMAID INCORPORATED ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 781088109 ___________________________________________________ (Cusip Number) 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. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 7,024,600 6. Shared Voting Power: 0 7. Sole Dispositive Power: 7,024,600 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 7,024,600 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 4.69 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Life Insurance Company 37-0533090 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 103,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 103,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 103,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.06 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Fire and Casualty Company 37-0533080 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 206,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 206,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 206,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.13 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Investment Management Corp. 37-0902469 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Delaware 5. Sole Voting Power: 761,800 6. Shared Voting Power: 0 7. Sole Dispositive Power: 761,800 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 761,800 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.50 % 12. Type of Reporting Person: IA Page _____ of _____ Pages 4 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Employee Retirement Trust 36-6042145 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 1,840,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,840,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,840,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.22 % 12. Type of Reporting Person: EP ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees 37-6091823 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 716,800 6. Shared Voting Power: 0 7. Sole Dispositive Power: 716,800 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 716,800 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.47 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 5 8 Item 1(a) and (b). Name and Address of Issuer: __________________________ RUBBERMAID INCORPORATED 1147 AKRON ROAD WOOSTER, OHIO 44691 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 10,652,200 shares on 12/31/1997 _________________________ Item 4(b). Percent of Class: 7.11 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 6 8 Item 10. Certification. The undersigned certify that, to the best of his 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. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/23/1998 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of each of the above Page _____ of _____ Pages 7 8 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 8 8 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 7,024,600 shares State Farm Life Insurance Company IC 103,000 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 206,000 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 589,000 shares State Farm Balanced Fund, Inc. IV 172,800 shares State Farm Insurance Companies Employee Retirement Trust EP 1,840,000 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 509,000 shares Balanced Account 207,800 shares ----------------- 10,652,200 shares Page _____ of _____ Pages 1 8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 8 (A fee is not being paid with this statement) RAYCHEM CORPORATION ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 754603108 ___________________________________________________ (Cusip Number) 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. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 2,300,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 2,300,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 2,300,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.69 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Fire and Casualty Company 37-0533080 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 700,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 700,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 700,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.82 % 12. Type of Reporting Person: IC Page _____ of _____ Pages 3 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Investment Management Corp. 37-0902469 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Delaware 5. Sole Voting Power: 311,600 6. Shared Voting Power: 0 7. Sole Dispositive Power: 311,600 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 311,600 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.36 % 12. Type of Reporting Person: IA ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Employee Retirement Trust 36-6042145 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 1,923,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,923,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,923,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.25 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 4 8 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees 37-6091823 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 414,400 6. Shared Voting Power: 0 7. Sole Dispositive Power: 414,400 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 414,400 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.48 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 5 8 Item 1(a) and (b). Name and Address of Issuer: __________________________ RAYCHEM CORPORATION 300 CONSTITUTION DRIVE MENLO PARK, CALIF. 94025-1164 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 5,649,000 shares on 12/31/1997 _________________________ Item 4(b). Percent of Class: 6.62 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 6 8 Item 10. Certification. The undersigned certify that, to the best of his 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. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/23/1998 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of each of the above Page _____ of _____ Pages 7 8 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 8 8 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 2,300,000 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 700,000 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 91,600 shares State Farm Balanced Fund, Inc. IV 220,000 shares State Farm Insurance Companies Employee Retirement Trust EP 1,923,000 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 104,400 shares Balanced Account 310,000 shares ----------------- 5,649,000 shares Page _____ of _____ Pages 1 7 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. ___ 18 (A fee is not being paid with this statement) VULCAN MATERIALS COMPANY ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 929160109 ___________________________________________________ (Cusip Number) 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. John P. Elterich Investment Department State Farm Insurance Companies One State Farm Plaza Bloomington, IL 61710 (309) 766-2302 Page _____ of _____ Pages 2 7 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 2,791,200 6. Shared Voting Power: 0 7. Sole Dispositive Power: 2,791,200 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 2,791,200 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 8.28 % 12. Type of Reporting Person: IC ______________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Investment Management Corp. 37-0902469 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Delaware 5. Sole Voting Power: 399,800 6. Shared Voting Power: 0 7. Sole Dispositive Power: 399,800 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 399,800 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.18 % 12. Type of Reporting Person: IA Page _____ of _____ Pages 3 7 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees 37-6091823 2. Member of a Group: (a)_____(b)__X__ 3. SEC USE ONLY: 4. Citizenship or Place of Organization: Illinois 5. Sole Voting Power: 486,400 6. Shared Voting Power: 0 7. Sole Dispositive Power: 486,400 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 486,400 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.44 % 12. Type of Reporting Person: EP Page _____ of _____ Pages 4 7 Item 1(a) and (b). Name and Address of Issuer: __________________________ VULCAN MATERIALS COMPANY ONE METROPLEX DRIVE BIRMINGHAM, ALA. 35209 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 3,677,400 shares on 12/31/1997 _________________________ Item 4(b). Percent of Class: 10.91 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: The persons ____________________________________________ identified in Exhibit A hereto have sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares reported hereby. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on by the Parent Holding Company: N/A ________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Page _____ of _____ Pages 5 7 Item 10. Certification. The undersigned certify that, to the best of his 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. Signature. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 01/23/1998 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. SAVINGS AND THRIFT PLAN FOR U.S. EMPLOYEES STATE FARM BALANCED FUND, INC. _________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of each of the above Page _____ of _____ Pages 6 7 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company, and State Farm Fire and Casualty Company, which in turn is the parent of the wholly owned subsidiary State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Growth Fund, Inc. and State Farm Balanced Fund, Inc. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees are vested with the responsibility for investing the assets of the companies, the Funds, the Trust, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and the Management Corporation and by the Trustees of the Trust and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Page _____ of _____ Pages 7 7 Number of on Proceeds Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 2,791,200 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 0 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund, Inc. IV 346,400 shares State Farm Balanced Fund, Inc. IV 53,400 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 402,800 shares Balanced Account 83,600 shares ----------------- 3,677,400 shares -----END PRIVACY-ENHANCED MESSAGE-----