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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: 1
Name of Issuer: The Elder-Beerman Stores Corp.
Title of Class of Securities: Common Stock
CUSIP Number: 284470101
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
James D. Bennett, c/o Bennett Management Corporation, 2 Stamford
Plaza, Suite 1501, 281 Tresser Boulevard, Stamford, CT 06901;
(203) 353-3101
(Date of Event which Requires Filing of this Statement)
December 23, 1999
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box
[ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*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
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be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 284470101
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
James D. Bennett
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
USA
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
971,200
9. Sole Dispositive Power:
10. Shared Dispositive Power:
971,200
11. Aggregate Amount Beneficially Owned by Each Reporting Person
971,200
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
6.5%
14. Type of Reporting Person
IN
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This Amendment No. 1 to the Schedule 13D is being filed
to report the change in beneficial ownership of James D. Bennett
with respect to the common stock (the "Shares") of The Elder -
Beerman Stores Corp. (the "Issuer").
Item 1. Security and Issuer
No Change.
Item 2. Identity and Background
No Change.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, Mr. Bennett is deemed to
beneficially own 971,200 Shares. The Shares which Mr. Bennett is
deemed to benefically own are held on behalf of certain
investment entities over which Mr. Bennett has investment
discretion. The 971,200 Shares were purchased in open market
transactions at an aggregate cost of $6,803,197. The funds for
the purchase of the Shares came from each investment entitity's
own funds. No leverage was used to purchase any of the Shares.
Item 4. Purpose of Transaction
No Change.
Item 5. Interest in Securities of the Issuer
As of the date hereof, Mr. Bennett is deemed to be
the beneficial owner of 971,200 Shares of the Issuer. Based
on the Issuer's latest 10-Q, there were a total of
14,922,221 Shares outstanding as of December 8, 1999.
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Therefore, Mr. Bennett is deemed to beneficially own 6.5% of
the outstanding Shares. Mr. Bennett has the shared power to
vote, direct the vote, dispose of or direct the disposition
of all of the Shares.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of
the Issuer
No Change.
Item 7. Material to be Filed as Exhibits
A description of the transactions in the Shares
that were effected by Mr. Bennett during the past 60 days is
filed herewith as Exhibit A.
Signature
The undersigned, after reasonable inquiry and to
the best of their knowledge and belief, certify that the
information set forth in this statement is true, complete
and correct.
/s/ James D. Bennett
James D. Bennett
Date: December 28, 1999
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75252000.BD7
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Exhibit A
Schedule of Transactions
Shares Purchased Price
Date or (Sold) Per Share
10/28/99 7,900 $6.75
10/29/99 5,000 6.75
11/1/99 21,000 6.50
12/14/99 10,800 5.3079
12/15/99 10,400 5.3101
12/17/99 200 5.375
12/20/99 5,000 5.50
12/21/99 8,500 5.25
12/22/99 10,000 5.3125
12/23/99 13,000 5.2332
12/27/99 10,000 5.25
75252000.BD7
