EA INDUSTRIES INC /NJ/
SC 13G, 1999-02-09
ELECTRONIC COMPONENTS & ACCESSORIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 5)*

                               EA INDUSTRIES, INC.
                                (Name of Issuer)

                      Common Stock, No Par Value Per Share
                         (Title of Class of Securities)

                                    26822P204
                                 (CUSIP Number)

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

         Check the  appropriate box to designate the rule pursuant to which this
Schedule is filed:

                  [X ]     Rule 13d-1(b)
                  [  ]     Rule 13d-1(c)
                  [  ]     Rule 13d-1(d)

         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.)

         O


<PAGE>




                                  SCHEDULE 13G

CUSIP No. 26822P204

1        NAME OF REPORTING PERSON
                  Millenco L.P.

         I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                        (a) / /
                                                                        (b) / /
3        SEC USE ONLY

4        CITIZENSHIP OR PLACE OF ORGANIZATION
                  Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

         5        SOLE VOTING POWER
                           657,000

         6        SHARED VOTING POWER
                           0

         7        SOLE DISPOSITIVE POWER
                           657,000

         8        SHARED DISPOSITIVE POWER
                           0

9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                           657,000

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

11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
                  4.9%

12       TYPE OF REPORTING PERSON*
                  BD






<PAGE>
                                  SCHEDULE 13G



Item 1.

          (a)  Name of Issuer:

               EA Industries, Inc.

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

               185 Monmouth Parkway
               West Long Branch, New Jersey   07764-9989

Item 2.   Name of Person Filing

          (a)  Name of Person Filing:

               Millenco L.P.

          (b)  Address of Principal Office:

               111 Broadway
               20th Floor
               New York, New York   10006

          (c)  Citizenship:

               Delaware

          (d) Title of Class of Securities:

               Common Stock, No Par Value Per Share

          (e) CUSIP Number:

               26822P204




<PAGE>






Item 3.   If  Statement  is filed  pursuant  to Rules  13(d)-1(b)  or
          13d-2(b), check whether Person Filing is a:

          (a) /X/ Broker or Dealer  registered  under Section 15 of the Act.
          (b) / / Bank as defined in section  3(a)(6) of the Act 
          (c) / / Insurance Company as defined in section 3(a)(19) of the Act.
          (d) / / Investment  Company registered under section 8 of the
                  Investment Company Act.
          (e) / / Investment  Adviser  registered  under section 203 of the 
                  Investment Advisers Act of 1940
          (f) / / Employee  Benefit Plan,  Pension Fund which is subject to the
                  provisions of the Employee Retirement Income Security Act of  
                  1974  or Endowment Fund; see 240.13d-1(b)(1)(ii)(F)
          (g) / / Parent  Holding  Company,  in accordance  with 240.13d-1
                  (b)(1)(ii)(G) (Note: See Item 7)
          (h) / / Group, in accordance with 240.13d-1(b)(1)(ii)(H)

Item 4.   Ownership.

          The  information in Items 1 and 5 through 11 in the cover page 
          (page 2) hereof is hereby incorporated by reference.

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

          If this statement is being filed to report the fact that as of the 
          date  hereof  the  reporting  person  has ceased to be the beneficial
          owner of more  than five  percent  of the class of securities, check 
          the following /X/.

Item 6.   Ownership of More Than Five Percent on Behalf of Another Person.

          Not applicable.

Item 7.   Identification and Classification of Members of the Subsidiary Which 
          Acquired the Securities 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



<PAGE>


          knowledge and belief, the securities referred to above were acquired  
          in the ordinary course of business and were not acquired and are held 
          for the purpose of or with the effect of changing or influencing the  
          control of the issuer of the securities and were not acquired and are 
          not held in connection with or as a participant in any transaction  
          having such purposes or effect.


                                   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.


Millenco L.P.


By: Millennium Management, L.L.C.
    General Partner

By: /s/ Terry Feeney
    -----------------------
    Terry Feeney
    Chief Administrative Officer

Date: January 26, 1998



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