UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)
Under the Securities Exchange Act of 1934
EATERIES, INC.
(Name of Issuer)
Common Stock, with par value $0.002
(Title of Class of Securities)
277851101
(CUSIP Number)
September 30, 1997
(Date of Event which Requires
Filing of this Statement)
*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. 277851101 SCHEDULE 13G Page 2 of 7
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) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
United States
5 Sole Voting Power
671,000
NUMBER OF
SHARES 6 Shared Voting Power
BENEFICIALLY
OWNED BY EACH -0-
REPORTING
PERSON WITH 7 Sole Dispositive Power
671,000
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned By Each Reporting Person
671,000
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
17.42%
12 Type Of Reporting Person*
IN<PAGE>
CUSIP No. 277851101 SCHEDULE 13G Page 3 of 7
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) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
California
5 Sole Voting Power
671,000
NUMBER OF
6 Shared Voting Power SHARES
BENEFICIALLY
-0- OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
671,000
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned By Each Reporting Person
671,000
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
17.42%
12 Type Of Reporting Person*
CO,IA<PAGE>
CUSIP No. 277851101 13G Page 4 of 7 Pages
Item 1(a). Name of Issuer.
Eateries, Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive
Offices.
3240 W. Britton Road, Suite 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 Richard W. Koe and
Astoria Capital Management, Inc. is 6600 SW 92nd Avenue,
Portland, Oregon 97223.
Item 2(c). Citizenship.
Richard W. Koe is a United States citizen.
Astoria Capital Management, Inc. is a California corporation.
Item 2(d). Title of Class of Securities.
Common Stock, with par value $0.002 ("Common
Stock").
Item 2(e). CUSIP Number.
277851101
Item 3. If this statement is filed pursuant to
Sections 240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of
the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c).<PAGE>
CUSIP No. 277851101 13G Page 5 of 7 Pages
(d) [ ] Investment company registered under section 8
of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with
section 240.13d-1(b)(1)(ii)(E) (with respect to Astoria
Capital Management, Inc. only);
(f) [ ] An employee benefit plan or endowment fund in
accordance with section 240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in
accordance with section 240.13d-1b)(1)(ii)(G) (with respect
to Richard W. Koe only)
(h) [ ] A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the
definition of an investment company under section 3(c)(14) of
the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with
section 240.13d-1(b)(1)(ii)(J).
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.
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 Item 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, including Astoria
Capital Partners, L.P., MicroCap Partners, L.P. and
Montavilla Partners, L.P. 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 on page<PAGE>
CUSIP No. 277851101 13G Page 6 of 7 Pages
two (2) of this Schedule 13G pursuant to his ownership
interests in Astoria Capital Management, Inc., Astoria
Capital Partners, L.P. and Montavilla Partners, L.P.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by
the Parent Holding Company.
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 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
(a) By signing below, Astoria Capital Management,
Inc. certifies that, to the best of its knowledge and belief,
the securities referred to above on page three (3) of this
Schedule 13G were acquired and are held in the ordinary
course of business and were not acquired and are not held for
the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not
acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
(b) By signing below, Richard W. Koe certifies
that, to the best of his respective knowledge and belief, the
securities referred to above on pages two (2) of this
Schedule 13G were not acquired and are not held for the
purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in
any transaction having that purpose or effect.<PAGE>
CUSIP No. 277851101 13G Page 7 of 7 Pages
Signature
After reasonable inquiry and to the best of their
respective knowledge and belief, the undersigned certify that
the information set forth in this statement is true, complete
and correct.
DATED: November 20, 1998.
RICHARD W. KOE
/s/ Richard W. Koe
______________________________
Richard W. Koe
DATED: November 20, 1998.
ASTORIA CAPITAL MANAGEMENT, INC.
/s/ Richard W. Koe
_______________________________
By: Richard W. Koe
Its: President<PAGE>
