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).
CUSIP N. 10553F 10 6
1. NAME OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Charter Oak Partners
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 - 3,674,474
Shares Bene-
ficially 6. SHARED VOTING POWER - 0
Owned by
Each Report- 7. SOLE DISPOSITIVE POWER - 3,674,474
ing Person
With 8. SHARED DISPOSITIVE POWER - 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,674,474
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
50.1%
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
Item 2(a). Name of Person Filing:
Charter Oak Partners
Item 2(b). Address of Principal Business Office or, if none,
Residence:
10 Wright Street
Westport, Connecticut 06877
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:
3,674,474
Item 4(b). Percent of Class:
50.1%
Item 4(c). Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
3,674,474
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the
disposition of:
3,674,474
(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:
CHARTER OAK PARTNERS
By:Jerry Fine
/s/
______________________
[Date]
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Schedule 13G Reporting Charter Oak Partners
Holdings of Brass Eagle Inc. Common Stock
Ladies and Gentlemen:
Accompanying this letter for filing pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), is a copy of
a Schedule 13G reporting the holdings of Brass Eagle Inc.s
Common Stock of Charter Oak Partners. No fee is required to be filed
in connection with this schedule. A manually executed signature
page has been executed prior to the time of this electronic filing
and will be retained by Charter Oak Partners for five years.
Please contact Paul Benham at (501) 370-1517 should you have
any questions with regard to this filing.
Very truly yours,
Paul B. Benham III
Friday, Eldredge & Clark
400 W. Capitol, Suite 2000
Little Rock, AR 72201
(501) 370-1517
PBB/bb
Enclosure
cc: NASDAQ Stock Market (w/encl. - 3)
Market Listing Qualifications
1735 K Street, N.W.
Washington, D.C. 20006-1500
Brian Hanna(w/enc.)
Brass Eagle Inc.
F:\HOME\BRENDAB\brass13g.cop
