UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.   20549

                                  SCHEDULE 13G


                   Under the Securities Exchange Act of 1934

                               (Amendment No. 2)


                Fund American Enterprises Holdings Incorporated
                                (Name of Issuer)


                          Common Stock $1.00 Par Value
                         (Title of Class of Securities)


                                   360768105
                                 (CUSIP Number)



Check the following box if a fee is being paid with this statement [ ].  (A
fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).











                               Page 1 of 7 pages

CUSIP No. 360768105            13G                         Page 2 of 7 Pages

1.  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    Harris Associates L.P.   36-3484078

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                        (a) [ ]
    Not Applicable                                      (b) [ ]

3.  SEC USE ONLY




4.  CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

_______________ 
               |
  NUMBER OF    |    5.  SOLE VOTING POWER
               |
    SHARES     |        None
               |
 BENEFICIALLY  |    6.  SHARED VOTING POWER
               |
   OWNED BY    |        507,050
               |
     EACH      |    7.  SOLE DISPOSITIVE POWER
               |
   REPORTING   |        302,650
               |
    PERSON     |    8.  SHARED DISPOSITIVE POWER
               |
     WITH      |        204,400
_______________|


9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    507,050

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

    Not Applicable

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    6.03%

12. TYPE OF REPORTING PERSON*

    IA


                               Page 2 of 7 pages

CUSIP No. 360768105                     13G              Page 3 of 7 Pages

1.  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    Harris Associates Inc.   36-2951006

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                        (a) [ ]
    Not Applicable                                      (b) [ ]

3.  SEC USE ONLY




4.  CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

_______________ 
               |
  NUMBER OF    |    5.  SOLE VOTING POWER
               |
    SHARES     |        None
               |
 BENEFICIALLY  |    6.  SHARED VOTING POWER
               |
   OWNED BY    |        507,050
               |
     EACH      |    7.  SOLE DISPOSITIVE POWER
               |
   REPORTING   |        302,650
               |
    PERSON     |    8.  SHARED DISPOSITIVE POWER
               |
     WITH      |        204,400
_______________|


9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    507,050

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

    Not Applicable

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    6.03%

12. TYPE OF REPORTING PERSON*

    CO


                               Page 3 of 7 pages

Item 1(a)      Name of Issuer:

                    Fund American Enterprises Holdings Incorporated

Item 1(b)      Address of Issuer's Principal Executive Offices:

                    The 1820 House Main Street
                    4500 Main Street
                    Norwich, Vermont  05055

Item 2(a)      Name of Person Filing:

                    Harris Associates L.P. ("Harris")
                    Harris Associates, Inc.
                     (the "General Partner")

Item 2(b)      Address of Principal Business Office:

                    Both Harris and the General Partner maintain
                    their principal offices at:

                    2 North LaSalle Street, Suite 500
                    Chicago, Illinois  60602

Item 2(c)      Citizenship:

                    Harris is a Delaware limited partnership.

                    The General Partner is a Delaware corporation.

Item 2(d)      Title of Class of Securities:

                    Common Stock, $1.00 Par Value 
                    (the "Shares")

Item 2(e)      CUSIP Number:

                    360768105

Item 3         Type of Person:

                    (e)  Harris is an Investment Adviser registered under
                         Section 203 of the Investment Advisers Act of     
                    1940.

                         The General Partner is the sole general
                         partner of Harris.

Item 4         Ownership (at December 31, 1994):

                    (a)  By reason of advisory and other relationships with
                         the persons who own the Shares, Harris may be
                         deemed to be the beneficial owner of the following
                         Shares:

                         507,050 shares

                                       -4-

                    (b)  Percent of class:
                         (based on 8,409,936 shares outstanding)

                         6.03%

                    (c)  Number of shares as to which such person has:

                        (i)      sole power to vote or to direct the vote: 
                                 none

                        (ii)     shared power to vote or to direct the
                                 vote:  507,050

                        (iii)    sole power to dispose or to direct the
                                 disposition of:  302,650

                        (iv)     shared power to dispose or to direct the
                                 disposition of:  204,400

                    Harris has been granted the power to vote shares in
                    circumstances it determines to be appropriate in
                    connection with assisting its advised clients to whom
                    it renders financial advice in the ordinary course of
                    its business, by either providing information or advice
                    to the persons having such power, or by exercising the
                    power to vote when it determines such action
                    appropriate in connection with matters which are
                    submitted to a security holder's vote.
                                   
                    In addition, Harris serves as investment adviser to The
                    Oakmark Fund ("Oakmark Fund"), a series of the Harris
                    Associates Investment Trust (the "Trust"), and various
                    of Harris' officers and directors are also officers and
                    trustees of the Trust.  Harris does not consider that
                    Oakmark Fund is controlled by such persons.  204,400
                    Shares are beneficially owned by Oakmark Fund and are
                    included as Shares over which Harris has shared voting
                    and dispositive power and thus as Shares beneficially
                    owned by Harris, because of Harris' power to manage
                    Oakmark Fund's investment.  In addition, other Harris
                    customers may own Shares which are not included in the
                    aggregate number of Shares reported herein because
                    Harris is not deemed the beneficial owner (as defined
                    in Rule 13d-3) of such Shares.


Item 5        Ownership of Five Percent or Less of a Class:

                   Not Applicable




                                       -5-

Item 6        Ownership of More than Five Percent on Behalf of Another
              Person:
                         
                   Not applicable

Item 7        Identification and Classification of the Subsidiary Which
              Acquired the Security Being Reported on by the Parent Holding
              Company:

                   Not applicable

Item 8        Identification and Classification of Members of the Group:

                   Not applicable

Item 9        Notice of Dissolution of Group:

                   Not applicable

                                         
Item 10       Certification:

                   By signing below I certify that, to the best of my
                   knowledge and belief, the securities referred to above
                   were acquired 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.


















                                       -6-

Signature

    After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete,
and correct.


Dated:   February 8, 1995


                                  Harris Associates, Inc., for itself and,
                                  as general partner for Harris Associates
                                  L.P.


                                  By:  Donald Terao


                                     Donald Terao 
                                     Secretary and Treasurer
                                     






























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