BEEBAS CREATIONS INC
SC 13E4/A, 1995-08-28
WOMEN'S, MISSES', AND JUNIORS OUTERWEAR
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 SCHEDULE 13E-4

                         ISSUER TENDER OFFER STATEMENT
     (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)

   
                                AMENDMENT NO. 4
    

                            BEEBA'S CREATIONS, INC.
                                (Name of Issuer)

                            BEEBA'S CREATIONS, INC.
                      (Name of Person(s) Filing Statement)

                                  COMMON STOCK
                         (Title of Class of Securities)

                                   076590108
                     (CUSIP Number of Class of Securities)

                                Steven P. Wyandt
                                   President
                            Beeba's Creations, Inc.
                               9220 Activity Road
                          San Diego, California 92126
                                 (619) 549-2922
      (Name, Address and Telephone Number of Person Authorized to Receive
    Notices and Communications on Behalf of the Person(s) Filing Statement)

                                    Copy to:

                              James A. Mercer III
                       Luce, Forward, Hamilton & Scripps
                         600 West Broadway, Suite 2600
                              San Diego, CA 92101
                                 (619) 699-2447

                                 JULY 20, 1995
     (Date Tender Offer First Published, Sent or Given to Security Holders)

                           CALCULATION OF FILING FEE
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  Transaction Valuation*                                  Amount of Filing Fee
        $9,600,000                                               $1,920
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*   Based upon $8.00 cash per share for 1,200,000 shares.


[X]  Check here if any part of the fee is offset as provided by Rule 0-11(a)(2)
     and identify the filing with which the offsetting fee was previously paid.
     Identify the previous filing by registration statement number, or the Form
     or Schedule and the date of its filing.

<TABLE>
<S>                                           <C>
Amount Previously Paid: $1,920                Filing Party: Beeba's Creations, Inc.
Form or Registration No.: Schedule 13e-4      Date Filed: July 17, 1995
</TABLE>

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Item 8.  ADDITIONAL INFORMATION

         (e) As of August 25, 1995 the Company had received tenders for
1,312,408 shares of its common stock. This number does not include
approximately 893,187 shares held by the Company's directors and executive
officers. The Company has been advised that each director and executive officer
will tender shares pursuant to the Offer on at least a pro rata basis with the
aggregate amount tendered by all other shareholders.
    

 
                                   SIGNATURE


         After due 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.


                                                 BEEBA'S CREATIONS, INC.       
                                                                               
                                                                               
                                                                               
                                                 By:  STEVEN P. WYANDT         
                                                    ---------------------------
                                                    Steven P. Wyandt, President
   
Dated:   August 28, 1995                           
    



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