-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, BTdY2bCktHSwvQ9xbCyLitiRFrH6QQfwDbcYLI6cE2fGe7e6maiEB/XdCLi45QfV cgBDbelWzfIgogxb4nwBzg== 0000315032-95-000001.txt : 19950515 0000315032-95-000001.hdr.sgml : 19950515 ACCESSION NUMBER: 0000315032-95-000001 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950210 SROS: NONE 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-42569 FILM NUMBER: 95508072 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 BUSINESS ADDRESS: STREET 1: ONE STATE FARM PLAZA CITY: BLOOMINGTON STATE: IL ZIP: 61701 BUSINESS PHONE: 3097662302 SC 13G 1 Page _ 1_ of _ 7__ Pages 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) ADC TELECOMMUNICATIONS, INC. ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 000886101 ___________________________________________________ (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 _ 2_ of _ 7__ Pages 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: 2,451,374 6. Shared Voting Power: 0 7. Sole Dispositive Power: 2,451,374 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 2,451,374 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 8.78 % 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: 354,100 6. Shared Voting Power: 0 7. Sole Dispositive Power: 354,100 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 354,100 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.26 % 12. Type of Reporting Person: IA Page _ 3_ of _ 7__ Pages 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Employees Savings and Thrift Plan 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: 642,400 6. Shared Voting Power: 0 7. Sole Dispositive Power: 642,400 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 642,400 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.30 % 12. Type of Reporting Person: EP Page _ 4_ of _ 7__ Pages Item 1(a) and (b). Name and Address of Issuer: __________________________ ADC TELECOMMUNICATIONS, INC. 4900 WEST 78TH STREET MINNEAPOLIS, MINN. 55435 4Item 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: 3,447,874 shares on 12/31/1994 _________________________ Item 4(b). Percent of Class: 12.35 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 _ 5_ of _ 7__ Pages 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 fourth in this statement is true, complete and correct. 02/01/95 STATE FARM MUTUAL AUTOMOBILE _______________________________ INSURANCE COMPANY Date STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. EMPLOYEE RETIREMENT TRUST STATE FARM EMPLOYEES SAVINGS AND STATE FARM BALANCED FUND, INC. THRIFT PLAN ___________________________________ _________________________________ Kurt G. Moser, Fiduciary of each of Kurt G. Moser, Vice President of the above each of the above Page _ 6_ of _ 7__ Pages 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 Employees Savings and Thrift Plan 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 Employees Savings and Thrift Plan. 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 Corp. 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 _ 7_ of _ 7__ Pages Number of Shares Based Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 2,451,374 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 225,000 shares State Farm Balanced Fund Inc. IV 129,100 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Employees Savings and Thrift Plan EP Equities Account 506,500 shares Balanced Account 135,900 shares ___________________ TOTAL SHARES 3,447,874 shares Page _ 1_ of _ 8__ Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 10 (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 _ 2_ of _ 8__ Pages 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: 24,081,152 6. Shared Voting Power: 0 7. Sole Dispositive Power: 24,081,152 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 24,081,152 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 4.66 % 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: 203,410 6. Shared Voting Power: 0 7. Sole Dispositive Power: 203,410 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 203,410 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.03 % 12. Type of Reporting Person: IC Page _ 3_ of _ 8__ Pages 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: 3,356,371 6. Shared Voting Power: 0 7. Sole Dispositive Power: 3,356,371 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 3,356,371 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: 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: 3,139,840 6. Shared Voting Power: 0 7. Sole Dispositive Power: 3,139,840 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 3,139,840 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.60 % 12. Type of Reporting Person: IA Page _ 4_ of _ 8__ Pages 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: 5,386,603 6. Shared Voting Power: 0 7. Sole Dispositive Power: 5,386,603 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 5,386,603 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.04 % 12. Type of Reporting Person: EP _____________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Employees Savings and Thrift Plan 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: 3,610,359 6. Shared Voting Power: 0 7. Sole Dispositive Power: 3,610,359 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 3,610,359 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: EP Page _ 5_ of _ 8__ Pages Item 1(a) and (b). Name and Address of Issuer: __________________________ ARCHER DANIELS MIDLAND COMPANY 4666 FARIES PARKWAY BOX 1470 DECATUR, ILLINOIS 62525 4Item 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: 39,777,735 shares on 12/31/1994 _________________________ Item 4(b). Percent of Class: 7.71 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 _ 6_ of _ 8__ Pages 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 fourth in this statement is true, complete and correct. 02/01/95 STATE FARM MUTUAL AUTOMOBILE _______________________________ INSURANCE COMPANY Date STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. EMPLOYEE RETIREMENT TRUST STATE FARM EMPLOYEES SAVINGS AND STATE FARM BALANCED FUND, INC. THRIFT PLAN ___________________________________ _________________________________ Kurt G. Moser, Fiduciary of each of Kurt G. Moser, Vice President of the above each of the above Page _ 7_ of _ 8__ Pages 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 Employees Savings and Thrift Plan 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 Employees Savings and Thrift Plan. 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 Corp. 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 _ 8_ of _ 8__ Pages Number of Shares Based Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 24,081,152 shares State Farm Life Insurance Company IC 203,410 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 3,356,371 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund Inc. IV 2,471,398 shares State Farm Balanced Fund Inc. IV 668,442 shares State Farm Insurance Companies Employee Retirement Trust EP 5,386,603 shares State Farm Employees Savings and Thrift Plan EP Equities Account 2,900,931 shares Balanced Account 709,428 shares ___________________ TOTAL SHARES 39,777,735 shares Page _ 1_ of _ 8__ Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 6 (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 _ 2_ of _ 8__ Pages 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: 3.46 % 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: 0.78 % 12. Type of Reporting Person: IC Page _ 3_ of _ 8__ Pages 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: 157,700 6. Shared Voting Power: 0 7. Sole Dispositive Power: 157,700 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 157,700 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.24 % 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: 1,500,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,500,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,500,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.36 % 12. Type of Reporting Person: EP Page _ 4_ of _ 8__ Pages 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Employees Savings and Thrift Plan 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: 186,200 6. Shared Voting Power: 0 7. Sole Dispositive Power: 186,200 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 186,200 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.29 % 12. Type of Reporting Person: EP Page _ 5_ of _ 8__ Pages Item 1(a) and (b). Name and Address of Issuer: __________________________ ALLERGAN INC. 2525 DUPONT DRIVE P.O. BOX 19534 IRVINE, CALIF. 92715 4Item 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: 4,543,900 shares on 12/31/1994 _________________________ Item 4(b). Percent of Class: 7.14 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 _ 6_ of _ 8__ Pages 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 fourth in this statement is true, complete and correct. 02/01/95 STATE FARM MUTUAL AUTOMOBILE _______________________________ INSURANCE COMPANY Date STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. EMPLOYEE RETIREMENT TRUST STATE FARM EMPLOYEES SAVINGS AND STATE FARM BALANCED FUND, INC. THRIFT PLAN ___________________________________ _________________________________ Kurt G. Moser, Fiduciary of each of Kurt G. Moser, Vice President of the above each of the above Page _ 7_ of _ 8__ Pages 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 Employees Savings and Thrift Plan 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 Employees Savings and Thrift Plan. 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 Corp. 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 _ 8_ of _ 8__ Pages Number of Shares Based 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 157,700 shares State Farm Insurance Companies Employee Retirement Trust EP 1,500,000 shares State Farm Employees Savings and Thrift Plan EP Equities Account 0 shares Balanced Account 186,200 shares ___________________ TOTAL SHARES 4,543,900 shares Page _ 1_ of _ 8__ Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 4 (A fee is not being paid with this statement) AIR PRODUCTS & CHEMICALS, INC. ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 009158106 ___________________________________________________ (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 _ 2_ of _ 8__ Pages 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: 3,676,200 6. Shared Voting Power: 0 7. Sole Dispositive Power: 3,676,200 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 3,676,200 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.97 % 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: 50,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 50,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 50,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.04 % 12. Type of Reporting Person: IC Page _ 3_ of _ 8__ Pages 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: 884,200 6. Shared Voting Power: 0 7. Sole Dispositive Power: 884,200 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 884,200 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.71 % 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: 725,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 725,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 725,000 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: IA Page _ 4_ of _ 8__ Pages 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: 2,000,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 2,000,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 2,000,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.62 % 12. Type of Reporting Person: EP _____________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Employees Savings and Thrift Plan 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: 876,400 6. Shared Voting Power: 0 7. Sole Dispositive Power: 876,400 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 876,400 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.71 % 12. Type of Reporting Person: EP Page _ 5_ of _ 8__ Pages Item 1(a) and (b). Name and Address of Issuer: __________________________ AIR PRODUCTS & CHEMICALS, INC. 7201 HAMILTON BLVD. ALLENTOWN, PA. 18195-1501 4Item 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: 8,211,800 shares on 12/31/1994 _________________________ Item 4(b). Percent of Class: 6.65 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 _ 6_ of _ 8__ Pages 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 fourth in this statement is true, complete and correct. 02/01/95 STATE FARM MUTUAL AUTOMOBILE _______________________________ INSURANCE COMPANY Date STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. EMPLOYEE RETIREMENT TRUST STATE FARM EMPLOYEES SAVINGS AND STATE FARM BALANCED FUND, INC. THRIFT PLAN ___________________________________ _________________________________ Kurt G. Moser, Fiduciary of each of Kurt G. Moser, Vice President of the above each of the above Page _ 7_ of _ 8__ Pages 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 Employees Savings and Thrift Plan 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 Employees Savings and Thrift Plan. 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 Corp. 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 _ 8_ of _ 8__ Pages Number of Shares Based Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 3,676,200 shares State Farm Life Insurance Company IC 50,000 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 884,200 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund Inc. IV 540,000 shares State Farm Balanced Fund Inc. IV 185,000 shares State Farm Insurance Companies Employee Retirement Trust EP 2,000,000 shares State Farm Employees Savings and Thrift Plan EP Equities Account 704,400 shares Balanced Account 172,000 shares ___________________ TOTAL SHARES 8,211,800 shares Page _ 1_ of _ 7__ Pages 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) BIOMET, INC. ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 090613100 ___________________________________________________ (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 _ 2_ of _ 7__ Pages 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: 4,182,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 4,182,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 4,182,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 3.60 % 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: 1,955,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,955,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,955,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.68 % 12. Type of Reporting Person: IA Page _ 3_ of _ 7__ Pages 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Employees Savings and Thrift Plan 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: 2,140,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 2,140,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 2,140,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.84 % 12. Type of Reporting Person: EP Page _ 4_ of _ 7__ Pages Item 1(a) and (b). Name and Address of Issuer: __________________________ BIOMET, INC. AIRPORT INDUSTRIAL PARK P.O. BOX 587 WARSAW, IND. 46581-0587 4Item 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: 8,277,000 shares on 12/31/1994 _________________________ Item 4(b). Percent of Class: 7.12 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 _ 5_ of _ 7__ Pages 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 fourth in this statement is true, complete and correct. 02/01/95 STATE FARM MUTUAL AUTOMOBILE _______________________________ INSURANCE COMPANY Date STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. EMPLOYEE RETIREMENT TRUST STATE FARM EMPLOYEES SAVINGS AND STATE FARM BALANCED FUND, INC. THRIFT PLAN ___________________________________ _________________________________ Kurt G. Moser, Fiduciary of each of Kurt G. Moser, Vice President of the above each of the above Page _ 6_ of _ 7__ Pages 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 Employees Savings and Thrift Plan 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 Employees Savings and Thrift Plan. 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 Corp. 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 _ 7_ of _ 7__ Pages Number of Shares Based Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 4,182,000 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 1,550,000 shares State Farm Balanced Fund Inc. IV 405,000 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Employees Savings and Thrift Plan EP Equities Account 1,670,000 shares Balanced Account 470,000 shares ___________________ TOTAL SHARES 8,277,000 shares Page _ 1_ of _ 8__ Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 16 (A fee is not being paid with this statement) BANCORP HAWAII, INC. ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 059685107 ___________________________________________________ (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 _ 2_ of _ 8__ Pages 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: 816,750 6. Shared Voting Power: 0 7. Sole Dispositive Power: 816,750 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 816,750 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.93 % 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: 253,192 6. Shared Voting Power: 0 7. Sole Dispositive Power: 253,192 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 253,192 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: IC Page _ 3_ of _ 8__ Pages 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: 519,817 6. Shared Voting Power: 0 7. Sole Dispositive Power: 519,817 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 519,817 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.23 % 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: 500,667 6. Shared Voting Power: 0 7. Sole Dispositive Power: 500,667 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 500,667 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: EP Page _ 4_ of _ 8__ Pages 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Employees Savings and Thrift Plan 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: 721,130 6. Shared Voting Power: 0 7. Sole Dispositive Power: 721,130 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 721,130 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.70 % 12. Type of Reporting Person: EP Page _ 5_ of _ 8__ Pages Item 1(a) and (b). Name and Address of Issuer: __________________________ BANCORP HAWAII, INC. FINANCIAL PLAZA OF THE PACIFIC 130 MERCHANT STREET HONOLULU, HAWAII 96813 4Item 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: 2,811,556 shares on 12/31/1994 _________________________ Item 4(b). Percent of Class: 6.65 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 _ 6_ of _ 8__ Pages 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 fourth in this statement is true, complete and correct. 02/01/95 STATE FARM MUTUAL AUTOMOBILE _______________________________ INSURANCE COMPANY Date STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. EMPLOYEE RETIREMENT TRUST STATE FARM EMPLOYEES SAVINGS AND STATE FARM BALANCED FUND, INC. THRIFT PLAN ___________________________________ _________________________________ Kurt G. Moser, Fiduciary of each of Kurt G. Moser, Vice President of the above each of the above Page _ 7_ of _ 8__ Pages 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 Employees Savings and Thrift Plan 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 Employees Savings and Thrift Plan. 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 Corp. 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 _ 8_ of _ 8__ Pages Number of Shares Based Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 816,750 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 253,192 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund Inc. IV 382,537 shares State Farm Balanced Fund Inc. IV 137,280 shares State Farm Insurance Companies Employee Retirement Trust EP 500,667 shares State Farm Employees Savings and Thrift Plan EP Equities Account 579,305 shares Balanced Account 141,825 shares ___________________ TOTAL SHARES 2,811,556 shares Page _ 1_ of _ 7__ Pages 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) BANPONCE CORP. NEW ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 066704107 ___________________________________________________ (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 _ 2_ of _ 7__ Pages 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: 854,272 6. Shared Voting Power: 0 7. Sole Dispositive Power: 854,272 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 854,272 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.60 % 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: 230,780 6. Shared Voting Power: 0 7. Sole Dispositive Power: 230,780 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 230,780 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.70 % 12. Type of Reporting Person: IC Page _ 3_ of _ 7__ Pages 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: 624,110 6. Shared Voting Power: 0 7. Sole Dispositive Power: 624,110 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 624,110 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.90 % 12. Type of Reporting Person: IA _____________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Employees Savings and Thrift Plan 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: 646,369 6. Shared Voting Power: 0 7. Sole Dispositive Power: 646,369 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 646,369 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.96 % 12. Type of Reporting Person: EP Page _ 4_ of _ 7__ Pages Item 1(a) and (b). Name and Address of Issuer: __________________________ BANPONCE CORP. NEW BANCO POPULAR CENTER 209 MUNOZ RIVERA AVE., HATO REY SAN JUAN, PR 00918 4Item 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: 2,355,531 shares on 12/31/1994 _________________________ Item 4(b). Percent of Class: 7.17 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 _ 5_ of _ 7__ Pages 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 fourth in this statement is true, complete and correct. 02/01/95 STATE FARM MUTUAL AUTOMOBILE _______________________________ INSURANCE COMPANY Date STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. EMPLOYEE RETIREMENT TRUST STATE FARM EMPLOYEES SAVINGS AND STATE FARM BALANCED FUND, INC. THRIFT PLAN ___________________________________ _________________________________ Kurt G. Moser, Fiduciary of each of Kurt G. Moser, Vice President of the above each of the above Page _ 6_ of _ 7__ Pages 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 Employees Savings and Thrift Plan 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 Employees Savings and Thrift Plan. 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 Corp. 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 _ 7_ of _ 7__ Pages Number of Shares Based Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 854,272 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 230,780 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund Inc. IV 513,429 shares State Farm Balanced Fund Inc. IV 110,681 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Employees Savings and Thrift Plan EP Equities Account 514,123 shares Balanced Account 132,246 shares ___________________ TOTAL SHARES 2,355,531 shares Page _ 1_ of _ 6__ Pages 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) BRE PROPERTIES INC. ___________________________________________________ (Issuer) CLASS A 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 _ 2_ of _ 6__ Pages 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: 1,938,194 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,938,194 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,938,194 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 17.74 % 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: 471,285 6. Shared Voting Power: 0 7. Sole Dispositive Power: 471,285 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 471,285 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 4.31 % 12. Type of Reporting Person: EP Page _ 3_ of _ 6__ Pages Item 1(a) and (b). Name and Address of Issuer: __________________________ BRE PROPERTIES INC. TELESIS TOWER ONE MONTGOMERY ST., SUITE 2500 SAN FRANCISCO, CA. 94104 4Item 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: 2,409,479 shares on 12/31/1994 _________________________ Item 4(b). Percent of Class: 22.05 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 _ 4_ of _ 6__ Pages 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 fourth in this statement is true, complete and correct. 02/01/95 STATE FARM MUTUAL AUTOMOBILE _______________________________ INSURANCE COMPANY Date STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. EMPLOYEE RETIREMENT TRUST STATE FARM EMPLOYEES SAVINGS AND STATE FARM BALANCED FUND, INC. THRIFT PLAN ___________________________________ _________________________________ Kurt G. Moser, Fiduciary of each of Kurt G. Moser, Vice President of the above each of the above Page _ 5_ of _ 6__ Pages 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 Employees Savings and Thrift Plan 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 Employees Savings and Thrift Plan. 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 Corp. 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 _ 6_ of _ 6__ Pages Number of Shares Based Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 1,938,194 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 471,285 shares State Farm Employees Savings and Thrift Plan EP Equities Account 0 shares Balanced Account 0 shares ___________________ TOTAL SHARES 2,409,479 shares Page _ 1_ of _ 8__ Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 4 (A fee is not being paid with this statement) CAPITAL CITIES/ABC, INC. ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 139859102 ___________________________________________________ (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 _ 2_ of _ 8__ Pages 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: 5,150,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 5,150,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 5,150,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 3.34 % 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: 25,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 25,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 25,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.01 % 12. Type of Reporting Person: IC Page _ 3_ of _ 8__ Pages 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: 571,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 571,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 571,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.37 % 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: 595,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 595,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 595,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.38 % 12. Type of Reporting Person: IA Page _ 4_ of _ 8__ Pages 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: 2,000,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 2,000,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 2,000,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.29 % 12. Type of Reporting Person: EP _____________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Employees Savings and Thrift Plan 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: 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: 0.45 % 12. Type of Reporting Person: EP Page _ 5_ of _ 8__ Pages Item 1(a) and (b). Name and Address of Issuer: __________________________ CAPITAL CITIES/ABC, INC. 77 WEST 66TH STREET NEW YORK, NEW YORK 10023 4Item 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: 9,041,000 shares on 12/31/1994 _________________________ Item 4(b). Percent of Class: 5.86 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 _ 6_ of _ 8__ Pages 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 fourth in this statement is true, complete and correct. 02/01/95 STATE FARM MUTUAL AUTOMOBILE _______________________________ INSURANCE COMPANY Date STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. EMPLOYEE RETIREMENT TRUST STATE FARM EMPLOYEES SAVINGS AND STATE FARM BALANCED FUND, INC. THRIFT PLAN ___________________________________ _________________________________ Kurt G. Moser, Fiduciary of each of Kurt G. Moser, Vice President of the above each of the above Page _ 7_ of _ 8__ Pages 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 Employees Savings and Thrift Plan 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 Employees Savings and Thrift Plan. 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 Corp. 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 _ 8_ of _ 8__ Pages Number of Shares Based Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 5,150,000 shares State Farm Life Insurance Company IC 25,000 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 571,000 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund Inc. IV 470,000 shares State Farm Balanced Fund Inc. IV 125,000 shares State Farm Insurance Companies Employee Retirement Trust EP 2,000,000 shares State Farm Employees Savings and Thrift Plan EP Equities Account 560,000 shares Balanced Account 140,000 shares ___________________ TOTAL SHARES 9,041,000 shares Page _ 1_ of _ 6__ Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 16 (A fee is not being paid with this statement) THE DEXTER CORPORATION ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 252165105 ___________________________________________________ (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 _ 2_ of _ 6__ Pages 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: 1,064,374 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,064,374 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,064,374 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 4.37 % 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: 212,499 6. Shared Voting Power: 0 7. Sole Dispositive Power: 212,499 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 212,499 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.87 % 12. Type of Reporting Person: IC Page _ 3_ of _ 6__ Pages Item 1(a) and (b). Name and Address of Issuer: __________________________ THE DEXTER CORPORATION ONE ELM STREET WINDSOR LOCKS, CT. 06096 4Item 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: 1,276,873 shares on 12/31/1994 _________________________ Item 4(b). Percent of Class: 5.24 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 _ 4_ of _ 6__ Pages 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 fourth in this statement is true, complete and correct. 02/01/95 STATE FARM MUTUAL AUTOMOBILE _______________________________ INSURANCE COMPANY Date STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. EMPLOYEE RETIREMENT TRUST STATE FARM EMPLOYEES SAVINGS AND STATE FARM BALANCED FUND, INC. THRIFT PLAN ___________________________________ _________________________________ Kurt G. Moser, Fiduciary of each of Kurt G. Moser, Vice President of the above each of the above Page _ 5_ of _ 6__ Pages 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 Employees Savings and Thrift Plan 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 Employees Savings and Thrift Plan. 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 Corp. 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 _ 6_ of _ 6__ Pages Number of Shares Based Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 1,064,374 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 212,499 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 Employees Savings and Thrift Plan EP Equities Account 0 shares Balanced Account 0 shares ___________________ TOTAL SHARES 1,276,873 shares Page _ 1_ of _ 7__ Pages 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) 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 _ 2_ of _ 7__ Pages 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: 3,832,650 6. Shared Voting Power: 0 7. Sole Dispositive Power: 3,832,650 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 3,832,650 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 4.02 % 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: 564,300 6. Shared Voting Power: 0 7. Sole Dispositive Power: 564,300 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 564,300 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.59 % 12. Type of Reporting Person: IC Page _ 3_ of _ 7__ Pages 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: 2,050,312 6. Shared Voting Power: 0 7. Sole Dispositive Power: 2,050,312 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 2,050,312 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.15 % 12. Type of Reporting Person: EP Page _ 4_ of _ 7__ Pages Item 1(a) and (b). Name and Address of Issuer: __________________________ ENGELHARD CORPORATION 101 WOOD AVENUE ISELIN, N.J. 08830-0770 4Item 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: 6,447,262 shares on 12/31/1994 _________________________ Item 4(b). Percent of Class: 6.77 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 _ 5_ of _ 7__ Pages 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 fourth in this statement is true, complete and correct. 02/01/95 STATE FARM MUTUAL AUTOMOBILE _______________________________ INSURANCE COMPANY Date STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. EMPLOYEE RETIREMENT TRUST STATE FARM EMPLOYEES SAVINGS AND STATE FARM BALANCED FUND, INC. THRIFT PLAN ___________________________________ _________________________________ Kurt G. Moser, Fiduciary of each of Kurt G. Moser, Vice President of the above each of the above Page _ 6_ of _ 7__ Pages 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 Employees Savings and Thrift Plan 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 Employees Savings and Thrift Plan. 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 Corp. 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 _ 7_ of _ 7__ Pages Number of Shares Based Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 3,832,650 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 564,300 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 2,050,312 shares State Farm Employees Savings and Thrift Plan EP Equities Account 0 shares Balanced Account 0 shares ___________________ TOTAL SHARES 6,447,262 shares Page _ 1_ of _ 7__ Pages 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) 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 _ 2_ of _ 7__ Pages 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: 5.10 % 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: 897,300 6. Shared Voting Power: 0 7. Sole Dispositive Power: 897,300 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 897,300 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.31 % 12. Type of Reporting Person: IA Page _ 3_ of _ 7__ Pages 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Employees Savings and Thrift Plan 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: 1,057,500 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,057,500 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,057,500 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.54 % 12. Type of Reporting Person: EP Page _ 4_ of _ 7__ Pages Item 1(a) and (b). Name and Address of Issuer: __________________________ GREAT LAKES CHEMICAL CORPORATION P.O. BOX 2200 HIGHWAY 52 NORTHWEST WEST LAFAYETTE, IN 47906-0200 4Item 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: 5,439,600 shares on 12/31/1994 _________________________ Item 4(b). Percent of Class: 7.96 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 _ 5_ of _ 7__ Pages 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 fourth in this statement is true, complete and correct. 02/01/95 STATE FARM MUTUAL AUTOMOBILE _______________________________ INSURANCE COMPANY Date STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. EMPLOYEE RETIREMENT TRUST STATE FARM EMPLOYEES SAVINGS AND STATE FARM BALANCED FUND, INC. THRIFT PLAN ___________________________________ _________________________________ Kurt G. Moser, Fiduciary of each of Kurt G. Moser, Vice President of the above each of the above Page _ 6_ of _ 7__ Pages 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 Employees Savings and Thrift Plan 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 Employees Savings and Thrift Plan. 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 Corp. 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 _ 7_ of _ 7__ Pages Number of Shares Based 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 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 777,300 shares State Farm Balanced Fund Inc. IV 120,000 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Employees Savings and Thrift Plan EP Equities Account 897,500 shares Balanced Account 160,000 shares ___________________ TOTAL SHARES 5,439,600 shares Page _ 1_ of _ 8__ Pages 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) CORNING INCORPORATED ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 219350105 ___________________________________________________ (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 _ 2_ of _ 8__ Pages 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: 6,170,600 6. Shared Voting Power: 0 7. Sole Dispositive Power: 6,170,600 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 6,170,600 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.71 % 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: 100,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 100,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 100,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.04 % 12. Type of Reporting Person: IC Page _ 3_ of _ 8__ Pages 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: 920,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 920,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 920,000 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: 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: 761,300 6. Shared Voting Power: 0 7. Sole Dispositive Power: 761,300 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 761,300 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.33 % 12. Type of Reporting Person: IA Page _ 4_ of _ 8__ Pages 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: 2,000,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 2,000,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 2,000,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.87 % 12. Type of Reporting Person: EP _____________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Employees Savings and Thrift Plan 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: 848,500 6. Shared Voting Power: 0 7. Sole Dispositive Power: 848,500 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 848,500 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.37 % 12. Type of Reporting Person: EP Page _ 5_ of _ 8__ Pages Item 1(a) and (b). Name and Address of Issuer: __________________________ CORNING INCORPORATED RIVERFRONT PLAZA CORNING, NEW YORK 14831 4Item 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: 10,800,400 shares on 12/31/1994 _________________________ Item 4(b). Percent of Class: 4.74 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: Yes; see item 4(b) ____________________________________________ 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 _ 6_ of _ 8__ Pages 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 fourth in this statement is true, complete and correct. 02/01/95 STATE FARM MUTUAL AUTOMOBILE _______________________________ INSURANCE COMPANY Date STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. EMPLOYEE RETIREMENT TRUST STATE FARM EMPLOYEES SAVINGS AND STATE FARM BALANCED FUND, INC. THRIFT PLAN ___________________________________ _________________________________ Kurt G. Moser, Fiduciary of each of Kurt G. Moser, Vice President of the above each of the above Page _ 7_ of _ 8__ Pages 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 Employees Savings and Thrift Plan 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 Employees Savings and Thrift Plan. 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 Corp. 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 _ 8_ of _ 8__ Pages Number of Shares Based Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 6,170,600 shares State Farm Life Insurance Company IC 100,000 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 920,000 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund Inc. IV 593,200 shares State Farm Balanced Fund Inc. IV 168,100 shares State Farm Insurance Companies Employee Retirement Trust EP 2,000,000 shares State Farm Employees Savings and Thrift Plan EP Equities Account 681,100 shares Balanced Account 167,400 shares ___________________ TOTAL SHARES 10,800,400 shares Page _ 1_ of _ 7__ Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 14 (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 _ 2_ of _ 7__ Pages 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: 8.39 % 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: 2.22 % 12. Type of Reporting Person: IC Page _ 3_ of _ 7__ Pages 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: 4.04 % 12. Type of Reporting Person: EP _____________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Employees Savings and Thrift Plan 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: 259,400 6. Shared Voting Power: 0 7. Sole Dispositive Power: 259,400 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 259,400 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.30 % 12. Type of Reporting Person: EP Page _ 4_ of _ 7__ Pages Item 1(a) and (b). Name and Address of Issuer: __________________________ GATX CORPORATION 500 WEST MONROE CHICAGO, ILLINOIS 60661 4Item 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: 3,172,800 shares on 12/31/1994 _________________________ Item 4(b). Percent of Class: 15.96 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 _ 5_ of _ 7__ Pages 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 fourth in this statement is true, complete and correct. 02/01/95 STATE FARM MUTUAL AUTOMOBILE _______________________________ INSURANCE COMPANY Date STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. EMPLOYEE RETIREMENT TRUST STATE FARM EMPLOYEES SAVINGS AND STATE FARM BALANCED FUND, INC. THRIFT PLAN ___________________________________ _________________________________ Kurt G. Moser, Fiduciary of each of Kurt G. Moser, Vice President of the above each of the above Page _ 6_ of _ 7__ Pages 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 Employees Savings and Thrift Plan 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 Employees Savings and Thrift Plan. 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 Corp. 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 _ 7_ of _ 7__ Pages Number of Shares Based 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 Employees Savings and Thrift Plan EP Equities Account 227,400 shares Balanced Account 32,000 shares ___________________ TOTAL SHARES 3,172,800 shares Page _ 1_ of _ 8__ Pages 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) HON INDUSTRIES INC. ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 438092108 ___________________________________________________ (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 _ 2_ of _ 8__ Pages 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: 880,800 6. Shared Voting Power: 0 7. Sole Dispositive Power: 880,800 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 880,800 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.83 % 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: 246,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 246,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 246,000 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 Page _ 3_ of _ 8__ Pages 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: 799,600 6. Shared Voting Power: 0 7. Sole Dispositive Power: 799,600 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 799,600 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.57 % 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: 888,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 888,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 888,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.86 % 12. Type of Reporting Person: EP Page _ 4_ of _ 8__ Pages 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Employees Savings and Thrift Plan 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: 868,800 6. Shared Voting Power: 0 7. Sole Dispositive Power: 868,800 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 868,800 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.79 % 12. Type of Reporting Person: EP Page _ 5_ of _ 8__ Pages Item 1(a) and (b). Name and Address of Issuer: __________________________ HON INDUSTRIES INC. P.O. BOX 1109 414 EAST THIRD STREET MUSCATINE, IOWA 52761-7109 4Item 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: 3,683,200 shares on 12/31/1994 _________________________ Item 4(b). Percent of Class: 11.86 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 _ 6_ of _ 8__ Pages 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 fourth in this statement is true, complete and correct. 02/01/95 STATE FARM MUTUAL AUTOMOBILE _______________________________ INSURANCE COMPANY Date STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. EMPLOYEE RETIREMENT TRUST STATE FARM EMPLOYEES SAVINGS AND STATE FARM BALANCED FUND, INC. THRIFT PLAN ___________________________________ _________________________________ Kurt G. Moser, Fiduciary of each of Kurt G. Moser, Vice President of the above each of the above Page _ 7_ of _ 8__ Pages 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 Employees Savings and Thrift Plan 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 Employees Savings and Thrift Plan. 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 Corp. 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 _ 8_ of _ 8__ Pages Number of Shares Based Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 880,800 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 246,000 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund Inc. IV 719,600 shares State Farm Balanced Fund Inc. IV 80,000 shares State Farm Insurance Companies Employee Retirement Trust EP 888,000 shares State Farm Employees Savings and Thrift Plan EP Equities Account 800,400 shares Balanced Account 68,400 shares ___________________ TOTAL SHARES 3,683,200 shares Page _ 1_ of _ 6__ Pages 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) 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 _ 2_ of _ 6__ Pages 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: 8.35 % 12. Type of Reporting Person: IC Page _ 3_ of _ 6__ Pages Item 1(a) and (b). Name and Address of Issuer: __________________________ HELMERICH & PAYNE, INC. UTICA AT 21ST STREET TULSA, OKLAHOMA 74114 4Item 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 12/31/1994 _________________________ Item 4(b). Percent of Class: 8.35 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 _ 4_ of _ 6__ Pages 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 fourth in this statement is true, complete and correct. 02/01/95 STATE FARM MUTUAL AUTOMOBILE _______________________________ INSURANCE COMPANY Date STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. EMPLOYEE RETIREMENT TRUST STATE FARM EMPLOYEES SAVINGS AND STATE FARM BALANCED FUND, INC. THRIFT PLAN ___________________________________ _________________________________ Kurt G. Moser, Fiduciary of each of Kurt G. Moser, Vice President of the above each of the above Page _ 5_ of _ 6__ Pages 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 Employees Savings and Thrift Plan 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 Employees Savings and Thrift Plan. 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 Corp. 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 _ 6_ of _ 6__ Pages Number of Shares Based 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 Employees Savings and Thrift Plan EP Equities Account 0 shares Balanced Account 0 shares ___________________ TOTAL SHARES 2,064,300 shares Page _ 1_ of _ 8__ Pages 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) 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 _ 2_ of _ 8__ Pages 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: 3.17 % 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: 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 Page _ 3_ of _ 8__ Pages 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: 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: 0.61 % 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: 1,561,500 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: 1.40 % 12. Type of Reporting Person: EP Page _ 4_ of _ 8__ Pages 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Employees Savings and Thrift Plan 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: 0.58 % 12. Type of Reporting Person: EP Page _ 5_ of _ 8__ Pages Item 1(a) and (b). Name and Address of Issuer: __________________________ INTERNATIONAL FLAVORS & FRAGRANCES INC. 521 WEST 57TH STREET NEW YORK, NEW YORK 10019 4Item 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: 6,911,700 shares on 12/31/1994 _________________________ Item 4(b). Percent of Class: 6.20 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 _ 6_ of _ 8__ Pages 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 fourth in this statement is true, complete and correct. 02/01/95 STATE FARM MUTUAL AUTOMOBILE _______________________________ INSURANCE COMPANY Date STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. EMPLOYEE RETIREMENT TRUST STATE FARM EMPLOYEES SAVINGS AND STATE FARM BALANCED FUND, INC. THRIFT PLAN ___________________________________ _________________________________ Kurt G. Moser, Fiduciary of each of Kurt G. Moser, Vice President of the above each of the above Page _ 7_ of _ 8__ Pages 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 Employees Savings and Thrift Plan 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 Employees Savings and Thrift Plan. 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 Corp. 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 _ 8_ of _ 8__ Pages Number of Shares Based 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 0 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 Employees Savings and Thrift Plan EP Equities Account 492,000 shares Balanced Account 159,000 shares ___________________ TOTAL SHARES 6,911,700 shares Page _ 1_ of _ 7__ Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 4 (A fee is not being paid with this statement) JOSTENS, INC. ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 481088102 ___________________________________________________ (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 _ 2_ of _ 7__ Pages 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: 1,290,698 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,290,698 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,290,698 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.83 % 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: 599,728 6. Shared Voting Power: 0 7. Sole Dispositive Power: 599,728 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 599,728 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.31 % 12. Type of Reporting Person: IA Page _ 3_ of _ 7__ Pages 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Employees Savings and Thrift Plan 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: 890,700 6. Shared Voting Power: 0 7. Sole Dispositive Power: 890,700 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 890,700 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.95 % 12. Type of Reporting Person: EP Page _ 4_ of _ 7__ Pages Item 1(a) and (b). Name and Address of Issuer: __________________________ JOSTENS, INC. 5501 NORMAN CENTER DRIVE MINNEAPOLIS, MINN. 55437 4Item 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: 2,781,126 shares on 12/31/1994 _________________________ Item 4(b). Percent of Class: 6.11 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 _ 5_ of _ 7__ Pages 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 fourth in this statement is true, complete and correct. 02/01/95 STATE FARM MUTUAL AUTOMOBILE _______________________________ INSURANCE COMPANY Date STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. EMPLOYEE RETIREMENT TRUST STATE FARM EMPLOYEES SAVINGS AND STATE FARM BALANCED FUND, INC. THRIFT PLAN ___________________________________ _________________________________ Kurt G. Moser, Fiduciary of each of Kurt G. Moser, Vice President of the above each of the above Page _ 6_ of _ 7__ Pages 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 Employees Savings and Thrift Plan 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 Employees Savings and Thrift Plan. 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 Corp. 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 _ 7_ of _ 7__ Pages Number of Shares Based Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 1,290,698 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 414,728 shares State Farm Balanced Fund Inc. IV 185,000 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Employees Savings and Thrift Plan EP Equities Account 690,700 shares Balanced Account 200,000 shares ___________________ TOTAL SHARES 2,781,126 shares Page _ 1_ of _ 7__ Pages 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) 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 _ 2_ of _ 7__ Pages 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: 5.16 % 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: 0.65 % 12. Type of Reporting Person: IA Page _ 3_ of _ 7__ Pages 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Employees Savings and Thrift Plan 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: 0.66 % 12. Type of Reporting Person: EP Page _ 4_ of _ 7__ Pages Item 1(a) and (b). Name and Address of Issuer: __________________________ K N ENERGY, INC. P.O. BOX 281304 LAKEWOOD, COLO. 80228-8304 4Item 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: 1,789,965 shares on 12/31/1994 _________________________ Item 4(b). Percent of Class: 6.48 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 _ 5_ of _ 7__ Pages 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 fourth in this statement is true, complete and correct. 02/01/95 STATE FARM MUTUAL AUTOMOBILE _______________________________ INSURANCE COMPANY Date STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. EMPLOYEE RETIREMENT TRUST STATE FARM EMPLOYEES SAVINGS AND STATE FARM BALANCED FUND, INC. THRIFT PLAN ___________________________________ _________________________________ Kurt G. Moser, Fiduciary of each of Kurt G. Moser, Vice President of the above each of the above Page _ 6_ of _ 7__ Pages 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 Employees Savings and Thrift Plan 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 Employees Savings and Thrift Plan. 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 Corp. 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 _ 7_ of _ 7__ Pages Number of Shares Based 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 0 shares State Farm Employees Savings and Thrift Plan EP Equities Account 0 shares Balanced Account 185,000 shares ___________________ TOTAL SHARES 1,789,965 shares Page _ 1_ of _ 6__ Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 6 (A fee is not being paid with this statement) LIBERTY BANCORP INC. ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 530175108 ___________________________________________________ (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 _ 2_ of _ 6__ Pages 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: 645,161 6. Shared Voting Power: 0 7. Sole Dispositive Power: 645,161 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 645,161 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 6.79 % 12. Type of Reporting Person: IC Page _ 3_ of _ 6__ Pages Item 1(a) and (b). Name and Address of Issuer: __________________________ LIBERTY BANCORP INC. 100 NORTH BROADWAY OKLAHOMA CITY, OKLA. 73102 4Item 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: 645,161 shares on 12/31/1994 _________________________ Item 4(b). Percent of Class: 6.79 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 _ 4_ of _ 6__ Pages 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 fourth in this statement is true, complete and correct. 02/01/95 STATE FARM MUTUAL AUTOMOBILE _______________________________ INSURANCE COMPANY Date STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. EMPLOYEE RETIREMENT TRUST STATE FARM EMPLOYEES SAVINGS AND STATE FARM BALANCED FUND, INC. THRIFT PLAN ___________________________________ _________________________________ Kurt G. Moser, Fiduciary of each of Kurt G. Moser, Vice President of the above each of the above Page _ 5_ of _ 6__ Pages 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 Employees Savings and Thrift Plan 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 Employees Savings and Thrift Plan. 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 Corp. 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 _ 6_ of _ 6__ Pages Number of Shares Based Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 645,161 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 Employees Savings and Thrift Plan EP Equities Account 0 shares Balanced Account 0 shares ___________________ TOTAL SHARES 645,161 shares Page _ 1_ of _ 6__ Pages 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) MC CORMICK & COMPANY, INCORPORATED, NON-VOTING ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 579780206 ___________________________________________________ (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 _ 2_ of _ 6__ Pages 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: 2,444,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 2,444,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 2,444,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 3.59 % 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: 1,616,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,616,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,616,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.37 % 12. Type of Reporting Person: EP Page _ 3_ of _ 6__ Pages Item 1(a) and (b). Name and Address of Issuer: __________________________ MC CORMICK & COMPANY, INCORPORATED 18 LOVETON CIRCLE SPARKS, MD. 21152-6000 4Item 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: 4,060,000 shares on 12/31/1994 _________________________ Item 4(b). Percent of Class: 5.97 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 _ 4_ of _ 6__ Pages 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 fourth in this statement is true, complete and correct. 02/01/95 STATE FARM MUTUAL AUTOMOBILE _______________________________ INSURANCE COMPANY Date STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. EMPLOYEE RETIREMENT TRUST STATE FARM EMPLOYEES SAVINGS AND STATE FARM BALANCED FUND, INC. THRIFT PLAN ___________________________________ _________________________________ Kurt G. Moser, Fiduciary of each of Kurt G. Moser, Vice President of the above each of the above Page _ 5_ of _ 6__ Pages 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 Employees Savings and Thrift Plan 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 Employees Savings and Thrift Plan. 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 Corp. 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 _ 6_ of _ 6__ Pages Number of Shares Based Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 2,444,000 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 1,616,000 shares State Farm Employees Savings and Thrift Plan EP Equities Account 0 shares Balanced Account 0 shares ___________________ TOTAL SHARES 4,060,000 shares Page _ 1_ of _ 6__ Pages 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) MINE SAFETY APPLIANCES COMPANY ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 602720104 ___________________________________________________ (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 _ 2_ of _ 6__ Pages 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: 169,622 6. Shared Voting Power: 0 7. Sole Dispositive Power: 169,622 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 169,622 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.88 % 12. Type of Reporting Person: IA _____________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Employees Savings and Thrift Plan 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: 205,800 6. Shared Voting Power: 0 7. Sole Dispositive Power: 205,800 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 205,800 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 3.49 % 12. Type of Reporting Person: EP Page _ 3_ of _ 6__ Pages Item 1(a) and (b). Name and Address of Issuer: __________________________ MINE SAFETY APPLIANCES COMPANY 121 GAMMA DRIVE RIDC INDUSTRIAL PARK PITTSBURGH, PA. 15238 4Item 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: 375,422 shares on 12/31/1994 _________________________ Item 4(b). Percent of Class: 6.38 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 _ 4_ of _ 6__ Pages 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 fourth in this statement is true, complete and correct. 02/01/95 STATE FARM MUTUAL AUTOMOBILE _______________________________ INSURANCE COMPANY Date STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. EMPLOYEE RETIREMENT TRUST STATE FARM EMPLOYEES SAVINGS AND STATE FARM BALANCED FUND, INC. THRIFT PLAN ___________________________________ _________________________________ Kurt G. Moser, Fiduciary of each of Kurt G. Moser, Vice President of the above each of the above Page _ 5_ of _ 6__ Pages 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 Employees Savings and Thrift Plan 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 Employees Savings and Thrift Plan. 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 Corp. 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 _ 6_ of _ 6__ Pages Number of Shares Based 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 169,622 shares State Farm Balanced Fund Inc. IV 0 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Employees Savings and Thrift Plan EP Equities Account 205,800 shares Balanced Account 0 shares ___________________ TOTAL SHARES 375,422 shares Page _ 1_ of _ 6__ Pages 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) THE NEWHALL LAND AND FARMING COMPANY ___________________________________________________ (Issuer) DEPOSITORY 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 _ 2_ of _ 6__ Pages 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: 3,500,758 6. Shared Voting Power: 0 7. Sole Dispositive Power: 3,500,758 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 3,500,758 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 9.52 % 12. Type of Reporting Person: IC Page _ 3_ of _ 6__ Pages Item 1(a) and (b). Name and Address of Issuer: __________________________ THE NEWHALL LAND AND FARMING COMPANY 23823 VALENCIA BLVD. VALENCIA, CA. 91355 4Item 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: 3,500,758 shares on 12/31/1994 _________________________ Item 4(b). Percent of Class: 9.52 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 _ 4_ of _ 6__ Pages 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 fourth in this statement is true, complete and correct. 02/01/95 STATE FARM MUTUAL AUTOMOBILE _______________________________ INSURANCE COMPANY Date STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. EMPLOYEE RETIREMENT TRUST STATE FARM EMPLOYEES SAVINGS AND STATE FARM BALANCED FUND, INC. THRIFT PLAN ___________________________________ _________________________________ Kurt G. Moser, Fiduciary of each of Kurt G. Moser, Vice President of the above each of the above Page _ 5_ of _ 6__ Pages 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 Employees Savings and Thrift Plan 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 Employees Savings and Thrift Plan. 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 Corp. 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 _ 6_ of _ 6__ Pages Number of Shares Based Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 3,500,758 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 Employees Savings and Thrift Plan EP Equities Account 0 shares Balanced Account 0 shares ___________________ TOTAL SHARES 3,500,758 shares Page _ 1_ of _ 7__ Pages 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) 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 _ 2_ of _ 7__ Pages 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: 6.20 % 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: 0.80 % 12. Type of Reporting Person: IC Page _ 3_ of _ 7__ Pages 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: 160,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 160,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 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: 0.18 % 12. Type of Reporting Person: IA _____________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Employees Savings and Thrift Plan 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: 640,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 640,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 640,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.73 % 12. Type of Reporting Person: EP Page _ 4_ of _ 7__ Pages Item 1(a) and (b). Name and Address of Issuer: __________________________ NUCOR CORPORATION 2100 REXFORD ROAD CHARLOTTE, N. C. 28211 4Item 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: 6,909,200 shares on 12/31/1994 _________________________ Item 4(b). Percent of Class: 7.92 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 _ 5_ of _ 7__ Pages 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 fourth in this statement is true, complete and correct. 02/01/95 STATE FARM MUTUAL AUTOMOBILE _______________________________ INSURANCE COMPANY Date STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. EMPLOYEE RETIREMENT TRUST STATE FARM EMPLOYEES SAVINGS AND STATE FARM BALANCED FUND, INC. THRIFT PLAN ___________________________________ _________________________________ Kurt G. Moser, Fiduciary of each of Kurt G. Moser, Vice President of the above each of the above Page _ 6_ of _ 7__ Pages 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 Employees Savings and Thrift Plan 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 Employees Savings and Thrift Plan. 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 Corp. 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 _ 7_ of _ 7__ Pages Number of Shares Based 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 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 0 shares State Farm Balanced Fund Inc. IV 160,000 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Employees Savings and Thrift Plan EP Equities Account 640,000 shares Balanced Account 0 shares ___________________ TOTAL SHARES 6,909,200 shares Page _ 1_ of _ 6__ Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 6 (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 _ 2_ of _ 6__ Pages 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: 1,931,100 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,931,100 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,931,100 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 9.58 % 12. Type of Reporting Person: IC Page _ 3_ of _ 6__ Pages Item 1(a) and (b). Name and Address of Issuer: __________________________ PRECISION CASTPARTS CORP. 4600 S.E. HARNEY DRIVE PORTLAND, OR. 97206-0898 4Item 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: 1,931,100 shares on 12/31/1994 _________________________ Item 4(b). Percent of Class: 9.58 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 _ 4_ of _ 6__ Pages 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 fourth in this statement is true, complete and correct. 02/01/95 STATE FARM MUTUAL AUTOMOBILE _______________________________ INSURANCE COMPANY Date STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. EMPLOYEE RETIREMENT TRUST STATE FARM EMPLOYEES SAVINGS AND STATE FARM BALANCED FUND, INC. THRIFT PLAN ___________________________________ _________________________________ Kurt G. Moser, Fiduciary of each of Kurt G. Moser, Vice President of the above each of the above Page _ 5_ of _ 6__ Pages 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 Employees Savings and Thrift Plan 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 Employees Savings and Thrift Plan. 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 Corp. 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 _ 6_ of _ 6__ Pages Number of Shares Based Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 1,931,100 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 Employees Savings and Thrift Plan EP Equities Account 0 shares Balanced Account 0 shares ___________________ TOTAL SHARES 1,931,100 shares Page _ 1_ of _ 7__ Pages 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) 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 _ 2_ of _ 7__ Pages 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: 9.70 % 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: 2.92 % 12. Type of Reporting Person: IC Page _ 3_ of _ 7__ Pages 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: 0.44 % 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: 3.77 % 12. Type of Reporting Person: EP Page _ 4_ of _ 7__ Pages Item 1(a) and (b). Name and Address of Issuer: __________________________ POGO PRODUCING COMPANY 5 GREENWAY PLAZA SUITE 2700 HOUSTON, TEXAS 77252-2504 4Item 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 12/31/1994 _________________________ Item 4(b). Percent of Class: 16.84 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 _ 5_ of _ 7__ Pages 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 fourth in this statement is true, complete and correct. 02/01/95 STATE FARM MUTUAL AUTOMOBILE _______________________________ INSURANCE COMPANY Date STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. EMPLOYEE RETIREMENT TRUST STATE FARM EMPLOYEES SAVINGS AND STATE FARM BALANCED FUND, INC. THRIFT PLAN ___________________________________ _________________________________ Kurt G. Moser, Fiduciary of each of Kurt G. Moser, Vice President of the above each of the above Page _ 6_ of _ 7__ Pages 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 Employees Savings and Thrift Plan 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 Employees Savings and Thrift Plan. 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 Corp. 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 _ 7_ of _ 7__ Pages Number of Shares Based 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 Employees Savings and Thrift Plan EP Equities Account 0 shares Balanced Account 0 shares ___________________ TOTAL SHARES 5,520,077 shares Page _ 1_ of _ 8__ Pages 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) 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 _ 2_ of _ 8__ Pages 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: 4.13 % 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: 0.59 % 12. Type of Reporting Person: IC Page _ 3_ of _ 8__ Pages 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: 466,320 6. Shared Voting Power: 0 7. Sole Dispositive Power: 466,320 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 466,320 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.01 % 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: 2.00 % 12. Type of Reporting Person: EP Page _ 4_ of _ 8__ Pages 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Employees Savings and Thrift Plan 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: 600,500 6. Shared Voting Power: 0 7. Sole Dispositive Power: 600,500 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 600,500 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.30 % 12. Type of Reporting Person: EP Page _ 5_ of _ 8__ Pages Item 1(a) and (b). Name and Address of Issuer: __________________________ PENNZOIL COMPANY PENNZOIL PLACE P.O. BOX 2967 HOUSTON, TEXAS 77252-2967 4Item 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: 4,171,692 shares on 12/31/1994 _________________________ Item 4(b). Percent of Class: 9.05 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 _ 6_ of _ 8__ Pages 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 fourth in this statement is true, complete and correct. 02/01/95 STATE FARM MUTUAL AUTOMOBILE _______________________________ INSURANCE COMPANY Date STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. EMPLOYEE RETIREMENT TRUST STATE FARM EMPLOYEES SAVINGS AND STATE FARM BALANCED FUND, INC. THRIFT PLAN ___________________________________ _________________________________ Kurt G. Moser, Fiduciary of each of Kurt G. Moser, Vice President of the above each of the above Page _ 7_ of _ 8__ Pages 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 Employees Savings and Thrift Plan 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 Employees Savings and Thrift Plan. 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 Corp. 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 _ 8_ of _ 8__ Pages Number of Shares Based 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 394,100 shares State Farm Balanced Fund Inc. IV 72,220 shares State Farm Insurance Companies Employee Retirement Trust EP 925,086 shares State Farm Employees Savings and Thrift Plan EP Equities Account 487,900 shares Balanced Account 112,600 shares ___________________ TOTAL SHARES 4,171,692 shares Page _ 1_ of _ 8__ Pages 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) 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 _ 2_ of _ 8__ Pages 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: 4.34 % 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: 73,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 73,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 73,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.04 % 12. Type of Reporting Person: IC Page _ 3_ of _ 8__ Pages 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: 0.12 % 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: 497,600 6. Shared Voting Power: 0 7. Sole Dispositive Power: 497,600 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 497,600 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.30 % 12. Type of Reporting Person: IA Page _ 4_ of _ 8__ Pages 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: 1.13 % 12. Type of Reporting Person: EP _____________________________________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Employees Savings and Thrift Plan 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: 417,600 6. Shared Voting Power: 0 7. Sole Dispositive Power: 417,600 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 417,600 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.25 % 12. Type of Reporting Person: EP Page _ 5_ of _ 8__ Pages Item 1(a) and (b). Name and Address of Issuer: __________________________ RUBBERMAID INCORPORATED 1147 AKRON ROAD WOOSTER, OHIO 44691 4Item 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: 10,058,800 shares on 12/31/1994 _________________________ Item 4(b). Percent of Class: 6.22 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 _ 6_ of _ 8__ Pages 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 fourth in this statement is true, complete and correct. 02/01/95 STATE FARM MUTUAL AUTOMOBILE _______________________________ INSURANCE COMPANY Date STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. EMPLOYEE RETIREMENT TRUST STATE FARM EMPLOYEES SAVINGS AND STATE FARM BALANCED FUND, INC. THRIFT PLAN ___________________________________ _________________________________ Kurt G. Moser, Fiduciary of each of Kurt G. Moser, Vice President of the above each of the above Page _ 7_ of _ 8__ Pages 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 Employees Savings and Thrift Plan 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 Employees Savings and Thrift Plan. 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 Corp. 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 _ 8_ of _ 8__ Pages Number of Shares Based 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 73,000 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 497,600 shares State Farm Balanced Fund Inc. IV 0 shares State Farm Insurance Companies Employee Retirement Trust EP 1,840,000 shares State Farm Employees Savings and Thrift Plan EP Equities Account 417,600 shares Balanced Account 0 shares ___________________ TOTAL SHARES 10,058,800 shares Page _ 1_ of _ 6__ Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 6 (A fee is not being paid with this statement) ROGERS CORPORATION ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 775133101 ___________________________________________________ (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 _ 2_ of _ 6__ Pages 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: 200,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 200,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 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: 5.68 % 12. Type of Reporting Person: IC Page _ 3_ of _ 6__ Pages Item 1(a) and (b). Name and Address of Issuer: __________________________ ROGERS CORPORATION ONE TECHNOLOGY DRIVE P.O. BOX 188 ROGERS, CT. 06263-0188 4Item 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: 200,000 shares on 12/31/1994 _________________________ Item 4(b). Percent of Class: 5.68 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 _ 4_ of _ 6__ Pages 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 fourth in this statement is true, complete and correct. 02/01/95 STATE FARM MUTUAL AUTOMOBILE _______________________________ INSURANCE COMPANY Date STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. EMPLOYEE RETIREMENT TRUST STATE FARM EMPLOYEES SAVINGS AND STATE FARM BALANCED FUND, INC. THRIFT PLAN ___________________________________ _________________________________ Kurt G. Moser, Fiduciary of each of Kurt G. Moser, Vice President of the above each of the above Page _ 5_ of _ 6__ Pages 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 Employees Savings and Thrift Plan 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 Employees Savings and Thrift Plan. 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 Corp. 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 _ 6_ of _ 6__ Pages Number of Shares Based Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 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 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 Employees Savings and Thrift Plan EP Equities Account 0 shares Balanced Account 0 shares ___________________ TOTAL SHARES 200,000 shares Page _ 1_ of _ 8__ Pages 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) 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 _ 2_ of _ 8__ Pages 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: 1,150,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,150,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,150,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.64 % 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: 350,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 350,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 350,000 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: IC Page _ 3_ of _ 8__ Pages 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: 110,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 110,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 110,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.25 % 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: 961,500 6. Shared Voting Power: 0 7. Sole Dispositive Power: 961,500 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 961,500 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.21 % 12. Type of Reporting Person: EP Page _ 4_ of _ 8__ Pages 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Employees Savings and Thrift Plan 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: 155,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 155,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 155,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.35 % 12. Type of Reporting Person: EP Page _ 5_ of _ 8__ Pages Item 1(a) and (b). Name and Address of Issuer: __________________________ RAYCHEM CORPORATION 300 CONSTITUTION DRIVE MENLO PARK, CA. 94025-1164 4Item 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: 2,726,500 shares on 12/31/1994 _________________________ Item 4(b). Percent of Class: 6.28 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 _ 6_ of _ 8__ Pages 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 fourth in this statement is true, complete and correct. 02/01/95 STATE FARM MUTUAL AUTOMOBILE _______________________________ INSURANCE COMPANY Date STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. EMPLOYEE RETIREMENT TRUST STATE FARM EMPLOYEES SAVINGS AND STATE FARM BALANCED FUND, INC. THRIFT PLAN ___________________________________ _________________________________ Kurt G. Moser, Fiduciary of each of Kurt G. Moser, Vice President of the above each of the above Page _ 7_ of _ 8__ Pages 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 Employees Savings and Thrift Plan 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 Employees Savings and Thrift Plan. 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 Corp. 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 _ 8_ of _ 8__ Pages Number of Shares Based Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 1,150,000 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 350,000 shares State Farm Investment Management Corp. IA 0 shares State Farm Growth Fund Inc. IV 0 shares State Farm Balanced Fund Inc. IV 110,000 shares State Farm Insurance Companies Employee Retirement Trust EP 961,500 shares State Farm Employees Savings and Thrift Plan EP Equities Account 0 shares Balanced Account 155,000 shares ___________________ TOTAL SHARES 2,726,500 shares Page _ 1_ of _ 6__ Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 16 (A fee is not being paid with this statement) RYKOFF-SEXTON, INC. ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 783759103 ___________________________________________________ (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 _ 2_ of _ 6__ Pages 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: 1,084,628 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,084,628 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,084,628 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 9.31 % 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: 212,500 6. Shared Voting Power: 0 7. Sole Dispositive Power: 212,500 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 212,500 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.82 % 12. Type of Reporting Person: EP Page _ 3_ of _ 6__ Pages Item 1(a) and (b). Name and Address of Issuer: __________________________ RYKOFF-SEXTON, INC. 761 TERMINAL STREET LOS ANGELES, CA. 90021 4Item 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: 1,297,128 shares on 12/31/1994 _________________________ Item 4(b). Percent of Class: 11.14 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 _ 4_ of _ 6__ Pages 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 fourth in this statement is true, complete and correct. 02/01/95 STATE FARM MUTUAL AUTOMOBILE _______________________________ INSURANCE COMPANY Date STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. EMPLOYEE RETIREMENT TRUST STATE FARM EMPLOYEES SAVINGS AND STATE FARM BALANCED FUND, INC. THRIFT PLAN ___________________________________ _________________________________ Kurt G. Moser, Fiduciary of each of Kurt G. Moser, Vice President of the above each of the above Page _ 5_ of _ 6__ Pages 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 Employees Savings and Thrift Plan 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 Employees Savings and Thrift Plan. 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 Corp. 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 _ 6_ of _ 6__ Pages Number of Shares Based Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 1,084,628 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 212,500 shares State Farm Employees Savings and Thrift Plan EP Equities Account 0 shares Balanced Account 0 shares ___________________ TOTAL SHARES 1,297,128 shares Page _ 1_ of _ 8__ Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 16 (A fee is not being paid with this statement) SIGMA-ALDRICH CORPORATION ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 826552101 ___________________________________________________ (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 _ 2_ of _ 8__ Pages 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: 1,649,640 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,649,640 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,649,640 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 3.31 % 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: 61,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 61,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 61,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 0.12 % 12. Type of Reporting Person: IC Page _ 3_ of _ 8__ Pages 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: 726,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 726,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 726,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.45 % 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: 1,198,800 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,198,800 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,198,800 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.40 % 12. Type of Reporting Person: EP Page _ 4_ of _ 8__ Pages 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Employees Savings and Thrift Plan 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: 558,600 6. Shared Voting Power: 0 7. Sole Dispositive Power: 558,600 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 558,600 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.12 % 12. Type of Reporting Person: EP Page _ 5_ of _ 8__ Pages Item 1(a) and (b). Name and Address of Issuer: __________________________ SIGMA-ALDRICH CORPORATION 3050 SPRUCE STREET ST. LOUIS, MO. 63103 4Item 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: 4,194,040 shares on 12/31/1994 _________________________ Item 4(b). Percent of Class: 8.41 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 _ 6_ of _ 8__ Pages 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 fourth in this statement is true, complete and correct. 02/01/95 STATE FARM MUTUAL AUTOMOBILE _______________________________ INSURANCE COMPANY Date STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. EMPLOYEE RETIREMENT TRUST STATE FARM EMPLOYEES SAVINGS AND STATE FARM BALANCED FUND, INC. THRIFT PLAN ___________________________________ _________________________________ Kurt G. Moser, Fiduciary of each of Kurt G. Moser, Vice President of the above each of the above Page _ 7_ of _ 8__ Pages 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 Employees Savings and Thrift Plan 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 Employees Savings and Thrift Plan. 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 Corp. 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 _ 8_ of _ 8__ Pages Number of Shares Based Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 1,649,640 shares State Farm Life Insurance Company IC 61,000 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 630,600 shares State Farm Balanced Fund Inc. IV 95,400 shares State Farm Insurance Companies Employee Retirement Trust EP 1,198,800 shares State Farm Employees Savings and Thrift Plan EP Equities Account 486,000 shares Balanced Account 72,600 shares ___________________ TOTAL SHARES 4,194,040 shares Page _ 1_ of _ 6__ Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 4 (A fee is not being paid with this statement) ST. JOE PAPER COMPANY ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 790161103 ___________________________________________________ (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 _ 2_ of _ 6__ Pages 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: 775,000 6. Shared Voting Power: 0 7. Sole Dispositive Power: 775,000 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 775,000 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 2.54 % 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: 977,200 6. Shared Voting Power: 0 7. Sole Dispositive Power: 977,200 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 977,200 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 3.20 % 12. Type of Reporting Person: EP Page _ 3_ of _ 6__ Pages Item 1(a) and (b). Name and Address of Issuer: __________________________ ST. JOE PAPER COMPANY SUITE 400 1650 PRUDENTIAL DRIVE JACKSONVILLE, FLA. 32207 4Item 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: 1,752,200 shares on 12/31/1994 _________________________ Item 4(b). Percent of Class: 5.74 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 _ 4_ of _ 6__ Pages 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 fourth in this statement is true, complete and correct. 02/01/95 STATE FARM MUTUAL AUTOMOBILE _______________________________ INSURANCE COMPANY Date STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. EMPLOYEE RETIREMENT TRUST STATE FARM EMPLOYEES SAVINGS AND STATE FARM BALANCED FUND, INC. THRIFT PLAN ___________________________________ _________________________________ Kurt G. Moser, Fiduciary of each of Kurt G. Moser, Vice President of the above each of the above Page _ 5_ of _ 6__ Pages 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 Employees Savings and Thrift Plan 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 Employees Savings and Thrift Plan. 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 Corp. 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 _ 6_ of _ 6__ Pages Number of Shares Based Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 775,000 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 977,200 shares State Farm Employees Savings and Thrift Plan EP Equities Account 0 shares Balanced Account 0 shares ___________________ TOTAL SHARES 1,752,200 shares Page _ 1_ of _ 6__ Pages 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) SEQUENT COMPUTER SYSTEMS, INC. ___________________________________________________ (Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 817338106 ___________________________________________________ (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 _ 2_ of _ 6__ Pages 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: 1,715,950 6. Shared Voting Power: 0 7. Sole Dispositive Power: 1,715,950 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 1,715,950 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 5.50 % 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: 533,300 6. Shared Voting Power: 0 7. Sole Dispositive Power: 533,300 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by each Reporting person: 533,300 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ 11. Percent of Class Represented by Amount in Row 9: 1.71 % 12. Type of Reporting Person: EP Page _ 3_ of _ 6__ Pages Item 1(a) and (b). Name and Address of Issuer: __________________________ SEQUENT COMPUTER SYSTEMS, INC. 15450 S.W. KOLL PARKWAY BEAVERTON, OR. 97006-6063 4Item 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: 2,249,250 shares on 12/31/1994 _________________________ Item 4(b). Percent of Class: 7.22 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 _ 4_ of _ 6__ Pages 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 fourth in this statement is true, complete and correct. 02/01/95 STATE FARM MUTUAL AUTOMOBILE _______________________________ INSURANCE COMPANY Date STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. EMPLOYEE RETIREMENT TRUST STATE FARM EMPLOYEES SAVINGS AND STATE FARM BALANCED FUND, INC. THRIFT PLAN ___________________________________ _________________________________ Kurt G. Moser, Fiduciary of each of Kurt G. Moser, Vice President of the above each of the above Page _ 5_ of _ 6__ Pages 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 Employees Savings and Thrift Plan 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 Employees Savings and Thrift Plan. 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 Corp. 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 _ 6_ of _ 6__ Pages Number of Shares Based Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 1,715,950 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 533,300 shares State Farm Employees Savings and Thrift Plan EP Equities Account 0 shares Balanced Account 0 shares ___________________ TOTAL SHARES 2,249,250 shares Page _ 1_ of _ 7__ Pages 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) 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 _ 2_ of _ 7__ Pages 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: 7.64 % 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: 1.09 % 12. Type of Reporting Person: IA Page _ 3_ of _ 7__ Pages 13G 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Employees Savings and Thrift Plan 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: 1.33 % 12. Type of Reporting Person: EP Page _ 4_ of _ 7__ Pages Item 1(a) and (b). Name and Address of Issuer: __________________________ VULCAN MATERIALS COMPANY ONE METROPLEX DRIVE BIRMINGHAM, ALA. 35209 4Item 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 12/31/1994 _________________________ Item 4(b). Percent of Class: 10.06 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 _ 5_ of _ 7__ Pages 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 fourth in this statement is true, complete and correct. 02/01/95 STATE FARM MUTUAL AUTOMOBILE _______________________________ INSURANCE COMPANY Date STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC. EMPLOYEE RETIREMENT TRUST STATE FARM EMPLOYEES SAVINGS AND STATE FARM BALANCED FUND, INC. THRIFT PLAN ___________________________________ _________________________________ Kurt G. Moser, Fiduciary of each of Kurt G. Moser, Vice President of the above each of the above Page _ 6_ of _ 7__ Pages 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 Employees Savings and Thrift Plan 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 Employees Savings and Thrift Plan. 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 Corp. 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 _ 7_ of _ 7__ Pages Number of Shares Based 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 Employees Savings and Thrift Plan EP Equities Account 402,800 shares Balanced Account 83,600 shares ___________________ TOTAL SHARES 3,677,400 shares -----END PRIVACY-ENHANCED MESSAGE-----