UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
EATERIES, INC.
(Name of Issuer)
Common Stock, $.002 par value
(Title of Class of Securities)
277851-10-1
(CUSIP Number)
Mark D. Whatley
Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
A Professional Corporation
Three Embarcadero Center, Suite 700
San Francisco, CA 94111
(415) 434-1600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 31, 1997
(Date of Event which Requires
Filing of this Statement)
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(b)(3) or (4), 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
be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5<PAGE>
CUSIP No. 277851-10-1 SCHEDULE 13D Page 2 of 5
1 Name of Reporting Person ASTORIA CAPITAL PARTNERS, L.P.
IRS Identification No. of Above Person 94-3160631
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power 311,700
NUMBER OF
SHARES 8 Shared Voting Power -0-
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power 311,700
REPORTING
PERSON WITH
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 311,700
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 8.1%
14 Type of Reporting Person PN<PAGE>
CUSIP No. 277851-10-1 SCHEDULE 13D Page 3 of 5
Item 1. Security and Issuer
This Amendment No. 1 to Schedule 13D ("Amendment") relates
to shares of common stock, $0.002 par value (the "Common Stock"),
of Eateries, Inc. (the "Issuer"). The principal executive office
of the Issuer is 3240 W. Britton Rd., Ste. 202, Oklahoma City, OK
73120.
Item 2. Identity and Background
This Amendment is filed on behalf of Astoria Capital
Partners, L.P., whose principal business office address is 735
Second Avenue, San Francisco, California 94118.
Astoria Capital Partners, L.P. is an investment limited
partnership, whose general partners are Richard W. Koe and
Astoria Capital Management, Inc. Astoria Capital Management,
Inc. is an investment advisor registered as such with the SEC and
in various states. Astoria Capital Management, Inc.'s president
and sole shareholder is Richard W. Koe. The business address of
Astoria Capital Management, Inc. and Richard W. Koe is 735 Second
Avenue, San Francisco, California 94118.
None of Astoria Capital Partners, L.P., Astoria Capital
Management, Inc. or Richard W. Koe have, during the past five
years, been convicted of any criminal proceeding (excluding
traffic violations or similar misdemeanors).
None of Astoria Capital Partners, L.P., Astoria Capital
Management, Inc. or Richard W. Koe have been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
Astoria Capital Partners, L.P. is a California limited
partnership, Astoria Capital Management, Inc. is a California
corporation and Richard W. Koe is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
Funds for the purchases of Common Stock were obtained from
the working capital of Astoria Capital Partners, L.P.
Item 4. Purpose of Transaction.
The purchases of Common Stock were made solely for
investment purposes. Depending upon market conditions and other
factors, Astoria Capital Partners, L.P. may acquire additional
securities of the Issuer, or, alternatively, may dispose of some
or all of the securities of the Issuer that it beneficially owns.<PAGE>
CUSIP No. 277851-10-1 SCHEDULE 13D Page 4 of 5
Item 5. Interest in Securities of the Issuer
(a),(b) Reference is made hereby to Items 7-11 and 13 of page
two (2) of this Amendment, which Items are incorporated
by reference herein. Of the shares beneficially owned,
all 311,700 shares are owned by Astoria Capital
Partners, L.P.
The general partners and individual limited partners
may also be deemed to be beneficial owners. In
addition, the general partners may be deemed to be
beneficial owners of not more than 3% of the Common
Stock held by other limited partnerships and investment
advisory clients.
(c) Since October 16, 1996, the date of the filing of the
predecessor Schedule 13D, Astoria Capital Partners,
L.P. effected the following transactions through
registered broker-dealers: On November 22, 1996,
purchased 5,000 shares of Common Stock at a price of
$3.25 per share. On November 27, 1996, purchased
10,000 shares of Common Stock at a price of $3.175 per
share. On November 29, 1996, purchased 10,000 shares
of Common Stock at a price of $3.60 per share. On
December 12, 1996, purchased 4,500 shares of Common
Stock at a price of $3.75 per share. On December 31,
1996, purchased 2,000 shares of Common Stock at a price
of $4.3125 per share. On January 31, 1997, purchased
10,000 shares of Common Stock at a price of $3.6875 per
share.
(d),(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
None.<PAGE>
CUSIP No. 277851-10-1 SCHEDULE 13D Page 5 of 5
Signatures
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.
DATED: February 21, 1997.
ASTORIA CAPITAL PARTNERS, L.P.
/s/ Richard W. Koe
__________________________________
By: Richard W. Koe
Its: General Partner<PAGE>
