UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Amendment No. 3)
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)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out or 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 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
1,055,200
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
1,055,200
8 Shares Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
1,055,200
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
26.7%
12 Type of Reporting Person*
IN
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
1,055,200
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
1,055,200
8 Shares Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
1,055,200
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
26.7%
12 Type of Reporting Person*
CO, IA
CUSIP No. 277851101 SCHEDULE 13G Page 4 of 7
Item 1(a). Name of Issuer.
Eateries, Inc.
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 Ninety-Second Avenue, Suite 370,
Portland, OR 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, par value of $.002
Item 2(e). CUSIP Number.
277851101
Item 3. If this statement is filed pursuant to 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).
CUSIP No. 277851101 SCHEDULE 13G Page 5 of 7
(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 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 240.13d-1(b)(1)(ii)(F).
(g) [X] A parent holding company or control person in
accordance with 240.13b-1(b)(1)(ii)(G) (with respect to Richard
W. Koe only).
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded form 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 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Section 240.13d-1(c),
check this box [ ]
Item 4. Ownership.
Reference is made 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.
CUSIP No. 277851101 SCHEDULE 13G Page 6 of 7
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.
Not applicable.
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 1,055,200 shares 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 two (2) of this Schedule 13G pursuant to his
ownership interest 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.
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.
(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.
CUSIP No. 277851101 SCHEDULE 13G Page 7 of 7
(b) By signing below, Richard W. Koe certifies that, to the
best of his respective knowledge and believe, the securities
referred to above on page 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.
Signature
After reasonable inquiry and to the best of their
respective knowledge and belief, the undersigned certifies that
the information set forth in this statement is true, complete
and correct.
DATED: February 12, 1999
RICHARD W. KOE
/s/ Richard W. Koe
________________________
By: Richard W. Koe
DATED: February 12, 1999
ASTORIA CAPITAL MANAGEMENT, INC.
/s/ Richard W. Koe
________________________
By: Richard W. Koe
its: President
