UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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)
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 10, 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 MICROCAP PARTNERS LIMITED PARTNERSHIP
IRS Identification No. of Above Person 56-1989918
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 North Carolina
7 Sole Voting Power 236,500
NUMBER OF
SHARES 8 Shared Voting Power -0-
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power 236,500
REPORTING
PERSON WITH
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 236,500
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 6.2%
14 Type of Reporting Person PN<PAGE>
CUSIP No. 277851-10-1 SCHEDULE 13D Page 3 of 5
Item 1. Security and Issuer
This Schedule 13D ("Schedule") 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 Microcap Partners
Limited Partnership, whose principal business office address is
905 W. Main Street, Box 23, Suite 25A, Durham, North Carolina
27701.
Microcap Partners Limited Partnership is an investment
limited partnership, whose sole general partner is MCP Capital
Management, LLC. The managing member of MCP Capital Management,
LLC is Jeremy Crigler. The business address for each of MCP
Capital Management, LLC and Jeremy Crigler is 905 W. Main Street,
Box 23, Suite 25A, Durham, North Carolina 27701.
None of Microcap Partners Limited Partnership, MCP Capital
Management, LLC or Jeremy Crigler have, during the past five
years, been convicted of any criminal proceeding (excluding
traffic violations or similar misdemeanors).
None of Microcap Partners Limited Partnership, MCP Capital
Management, LLC or Jeremy Crigler 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.
Microcap Partners Limited Partnership is a North Carolina
limited partnership, MCP Capital Management, LLC is a North
Carolina limited liability company, and Jeremy Crigler 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 Microcap Partners Limited Partnership.
Item 4. Purpose of Transaction.
The purchases of Common Stock were made solely for
investment purposes. Depending upon market conditions and other
factors, Microcap Partners Limited Partnership 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 236,500 shares are owned by Microcap Partners
Limited Partnership.
(c) Microcap Partners Limited Partnership has effected the
following transactions through registered broker-
dealers: On December 30, 1996, purchased 45,000 shares
of Common Stock in two trades, one at a price of $3.77
per share for 42,500 shares, and one at a price of
$4.00 per share for 2,500 shares. On December 31,
1996, purchased 73,000 shares of Common Stock at a
price of $4.22 per share. On January 3, 1997,
purchased 21,000 shares of Common Stock at a price of
$4.05 per share. On January 7, 1997, purchased 2,000
shares of Common Stock at a price of $4.00 per share.
On January 8, 1997, purchased 26,000 shares of Common
Stock at a price of $4.35 per share. On January 9,
1997, purchased 15,500 shares of Common Stock at a
price of $4.30 per share. On January 10, 1997,
purchased 18,000 shares of Common Stock at a price of
$4.30 per share. On January 15, 1997, purchased 29,000
shares of Common Stock at a price of $4.30 per share.
On January 16, 1997, purchased 7,000 shares of Common
Stock at a price of $4.30 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.
MICROCAP PARTNERS LIMITED
PARTNERSHIP
/s/ Jeremy Crigler
_________________________________
By: Jeremy Crigler
Title: Managing Member of
MCP CAPITAL MANAGEMENT, LLC,
General Partner<PAGE>
