UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _)*
BRASS EAGLE INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
10553F 10
(CUSIP Number)
*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).
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CUSIP N. 10553F 10 6
1. NAME OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Marvin W. Griffin
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of 5. SOLE VOTING POWER - 604,506
Shares Bene-
ficially 6. SHARED VOTING POWER - 0
Owned by
Each Report- 7. SOLE DISPOSITIVE POWER - 604,506
ing Person
With 8. SHARED DISPOSITIVE POWER - 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
604,506
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.3%
12. TYPE OF REPORTING PERSON
Item 1(a). Name of Issuer:
Brass Eagle Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
1203A North Sixth Street
Rogers, Arkansas 72756
<PAGE>
Item 2(a). Name of Person Filing:
Marvin W. Griffin
Item 2(b). Address of Principal Business Office or, if none,
Residence:
2111 South Eighth Street
Rogers, Arkansas 72758
Item 2(c). Citizenship:
United States of America
Item 2(d). Title of Class of Securities:
Common Stock, $.01 par value
Item 2(e). CUSIP Number:
10553F 10 6
Item 3(a-h). If this statement is filed pursuant to Rule
13d-1(b), or 13d-2(b), check whether the person
filing is a:
N/A
Item 4(a). Amount Beneficially Owned:
604,506
Item 4(b). Percent of Class:
8.3%
Item 4(c). Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
604,506
(ii) shared power to vote or to direct the vote:
0
<PAGE>
(iii) sole power to dispose or to direct the
disposition of:
604,506
(iv) shared power to dispose or to direct the
disposition of:
0
Item 5. Ownership of Five Percent or Less of a Class:
N/A
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:
N/A
Item 9. Notice of Dissolution of Group:
N/A
Item 10. Signature:
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 9, 1998
/s/ Marvin W. Griffin
------------------------
Marvin W. Griffin
