<PAGE> OMB Number 3235-0104
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of Reporting Person *
Eastbourne Capital Management, L.L.C., 1101 5th Ave., San Rafael, CA 94901
(Last), (First) (Middle), (Street), (City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
November 30, 1999
3. IRS or Social Security Number of Reporting Person (Voluntary)
________
4. Issuer Name and Ticker and Trading Symbol
Il Fornaio (America) Corporation ILFO
5. Relationship of reporting person to issuer
(Check all applicable)
____ Director __X__ 10% Owner
____ Officer (give ____ Other (specify
title below) below)
______________________
6. If Amendment, Date of Original (Month/Day/Year)
_____________________
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FORM 3 (continued) Page 2 of 5 Pages
7. Individual or Joint/Group Filing (Check Applicable line)
____ Form filed by one Reporting Person
__X__ Form filed by More than One Reporting Person
<PAGE>
FORM 3 (continued) Page 3 of 5 Pages
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Inst. 4)
Common Stock
2. Amount of Securities Beneficially Owned (Instr. 4)
582,748
3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)
D(1)
4. Nature of Indirect Beneficial Ownership (Instr. 5)
____________________
___________________________________________________________________________
1. Title of Security (Inst. 4)
Common Stock
2. Amount of Securities Beneficially Owned (Instr. 4)
586,000
3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)
D(2)
4. Nature of Indirect Beneficial Ownership (Instr. 5)
____________________
___________________________________________________________________________
1. Title of Security (Inst. 4)
Common Stock
2. Amount of Securities Beneficially Owned (Instr. 4)
186,725
3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)
____________________
4. Nature of Indirect Beneficial Ownership (Instr. 5)
I(3)
___________________________________________________________________________
Reminder: Report on a separate line for each class of
securities beneficially owned directly or indirectly. (Over)
* If the form is filed by more than one reporting person,
see Instruction 5(b)(v). SEC 1473 (3-99)
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FORM 3 (continued) Page 4 of 5 Pages
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Inst. 4)
___________________________________________
2. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable Expiration Date
____________________ ________________________
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
Title ________________________ Amount or Number of Shares __________
4. Conversion or Exercise Price of Derivative Security
_______________
5. Ownership Form of Derivative Security:
Direct (D) or Indirect (I) (Instr. 5)
____________________
6. Nature of Indirect Beneficial Ownership (Instr. 5)
______________________________________________________________________
___________________________________________________________________________
Explanation of Responses:
(1) Owned directly by Black Bear Fund I, L.P. ("Black Bear I").
Also owned indirectly by Eastbourne Capital Management, L.L.C.
("Eastbourne") as the general partner of Black Bear I
and by Richard Jon Barry ("Barry") as the Managing Director
of Eastbourne. Eastbourne and Barry disclaim beneficial
ownership of the securities reported except to the extent of
their respective pecuniary interests in those securities.
(2) Owned directly by Black Bear Offshore Fund Limited ("Black Bear
Offshore") Also owned indirectly by Eastbourne as the investment
adviser of Black Bear I and by Barry as the Managing Director of
Eastbourne. Eastbourne and Barry disclaim beneficial ownership of
the securities reported except to the extent of their respective
pecuniary interests in those securities.
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FORM 3 (continued) Page 5 of 5 Pages
(3) Owned indirectly by Eastbourne as the investment adviser
of the client accounts in which such securities are held and by
Barry as the Managing Director of Eastbourne. Eastbourne and Barry
disclaim beneficial ownership of the securities reported except
to the extent of their respective pecuniary interests
in those securities.
Dated: February 4, 2000 BLACK BEAR FUND I, L.P.
By: Eastbourne Capital Management, L.L.C
/s/ Eric M. Sippel
Eric M. Sippel
Chief Operating Officer
BLACK BEAR OFFSHORE FUND LIMITED
By: Eastbourne Capital Management, L.L.C.
Attorney-in-Fact
/s/ Eric M. Sippel
Eric M. Sippel
Chief Operating Officer
EASTBOURNE CAPITAL MANAGEMENT, L.L.C.
/s/ Eric M. Sippel
Eric M. Sippel
Chief Operating Officer
/s/ Richard J. Barry
Richard J. Barry
** Intentional misstatements or omissions of facts constitute
Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, See Instruction 6 for procedure.
Potential persons who are to respond to the collection
of information contained in this form are not required
to respond unless the form displays a currently valid OMB Number.
