EATERIES INC
SC 13G, 1997-02-14
EATING PLACES
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                                      UNITED STATES
                           SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, D.C. 20549

                                      SCHEDULE 13G

                        Under the Securities Exchange Act of 1934


                                     EATERIES, INC.
                                    (Name of Issuer)

                              Common Stock, $.002 par value
                             (Title of Class of Securities)

                                       277851-10-1
                                     (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).

















                                           -1-<PAGE>






     CUSIP No. 277851-10-1           SCHEDULE 13G                    Page 2 of 6



       1   Name Of Reporting Person RICHARD W. KOE

           IRS Identification No. Of Above Person  ###-##-####

       2   Check The Appropriate Box If A Member Of A Group           (a)  [ ] 
           N/A
                                                                      (b)  [ ] 
       3   SEC USE ONLY



       4   Citizenship Or Place Of Organization 

                                       United States

                          5    Sole Voting Power

                                                   612,700
         NUMBER OF
                          6    Shared Voting Power           SHARES
        BENEFICIALLY
                                                     -0-       OWNED BY EACH
         REPORTING
                          7    Sole Dispositive Power        PERSON WITH

                                                   612,700
                          8    Shared Dispositive Power

                                                     -0-

        9   Aggregate Amount Beneficially Owned By Each Reporting Person

                                          612,700

       10   Check Box If The Aggregate Amount In Row (9) Excludes Certain
            Shares*                                                       [ ]  


       11   Percent Of Class Represented By Amount In Row 9

                                           15.9%
       12   Type Of Reporting Person*

                                             IN<PAGE>






     CUSIP No. 277851-10-1           SCHEDULE 13G                    Page 3 of 6



       1   Name Of Reporting Person ASTORIA CAPITAL MANAGEMENT, INC.

           IRS Identification No. Of Above Person  94-3143169

       2   Check The Appropriate Box If A Member Of A Group           (a)  [ ] 
           N/A                                                        (b)  [ ] 

       3   SEC USE ONLY



       4   Citizenship Or Place Of Organization 

                                        California

                          5    Sole Voting Power

                                                   612,700
         NUMBER OF
                          6    Shared Voting Power           SHARES
        BENEFICIALLY
                                                     -0-       OWNED BY EACH
         REPORTING        7    Sole Dispositive Power
        PERSON WITH
                                                   612,700

                          8    Shared Dispositive Power

                                                     -0-

        9   Aggregate Amount Beneficially Owned By Each Reporting Person

                                          612,700

       10   Check Box If The Aggregate Amount In Row (9) Excludes Certain
            Shares*                                                       [ ]  

       11   Percent Of Class Represented By Amount In Row 9

                                           15.9%

       12   Type Of Reporting Person*

                                           CO,IA<PAGE>






             CUSIP No. 277851-10-0        13G            Page 4 of 6 Pages




             Item 1(a).     Name of Issuer.

                            Eateries, Inc. (the "Issuer").

             Item 1(b).     Address of Issuer's Principal Executive
                            Offices.

                            3240 W. Britton Rd., Ste. 202, Oklahoma City,
                            OK  73120.

             Item 2(a).     Names of Persons Filing.

                            Richard W. Koe and Astoria Capital Management,
             Inc.

             Item 2(b).     Address of Principal Business Office or, if
                            none, Residence.

                            The business address of Astoria Capital
             Management, Inc. and Richard W. Koe is 735 Second Avenue, San
             Francisco, California  94118.

             Item 2(c).     Citizenship.

                            Astoria Capital Management, Inc. is a
             California corporation and Richard W. Koe is a United States
             citizen. 

             Item 2(d).     Title of Class of Securities.

                            Common Stock, $.002 par value ("Common
             Stock").

             Item 2(e).     CUSIP Number.

                            277851-10-1                  

             Item 3.   Type of Reporting Person.

                            Astoria Capital Management, Inc. is an
             investment advisor registered under Section 203 of the
             Investment Advisors Act of 1940.  Richard W. Koe is Astoria
             Capital Management, Inc.'s president and sole shareholder.

             Item 4.   Ownership.

                            Reference is hereby made to Items 5-9 and 11
             of pages two (2) and three (3) of this Schedule 13G, which
             Items are incorporated by reference herein.<PAGE>






             CUSIP No. 277851-10-0        13G            Page 5 of 6 Pages




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

                            Not applicable.

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

                            Astoria Capital Management, Inc. is deemed to
             be the beneficial owner of the number of securities reflected
             in Items 5-9 and 11 of page three (3) of this Schedule 13G
             pursuant to separate arrangements whereby it acts as
             investment adviser to certain persons.  Each person for whom
             Astoria Capital Management, Inc. acts as investment adviser
             has the right to receive or the power to direct the receipt
             of dividends from, or the proceeds from the sale of, the
             Common Stock purchased or held pursuant to such arrangements. 
             Richard W. Koe is deemed to be the beneficial owner of the
             number of securities reflected in Items 5-9 and 11 of page
             two (2) of this Schedule 13G pursuant to his ownership
             interest in Astoria Capital Management, Inc. 

             Item 7.   Identification and Classification of the Subsidiary
                       Which Acquired the Security 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, each of the undersigned
             certifies that, to the best of his knowledge and belief, the
             securities referred to above were acquired in the ordinary
             course of business and were not acquired for the purpose of
             and do not have the effect of changing or influencing the
             control of the issuer of such securities and were not
             acquired in connection with or as a participant in any
             transaction having such purposes or effect.<PAGE>






             CUSIP No. 277851-10-0        13G            Page 6 of 6 Pages




                                       Signature

                       After reasonable inquiry and to the best of my
             knowledge and belief, the undersigned certifies that the
             information set forth in this statement is true, complete and
             correct.

             DATED:  February 14, 1997.

                                        RICHARD W. KOE                     





                                        /s/ Richard W. Koe
                                        __________________________________
                                        By: Richard W. Koe


             DATED:  February 14, 1997.

                                        ASTORIA CAPITAL MANAGEMENT, INC.   
                                                           




                                        /s/ Richard W. Koe
                                        __________________________________
                                        By: Richard W. Koe
                                        Its: President<PAGE>


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