UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
SHARPER IMAGE CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
820013 10 0
(CUSIP Number)
Check the following box if a fee is being paid with this
statement / /. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
* 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 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).
(Continued on following page(s))
SEC 1745 (2/92) (Page 1 of 5 Pages)
<PAGE>
CUSIP NO. 820013 10 0 13G Page 2 of 5 Pages
________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Richard Thalheimer |
| | ###-##-#### |
|___|___________________________________________________________|
| 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 of America |
|___|___________________________________________________________|
| | 5 | SOLE VOTING POWER |
| NUMBER OF | | 5,037,959 shares of Common Stock |
| SHARES |___|____________________________________________|
| BENEFICIALLY | 6 | SHARED VOTING POWER |
| OWNED BY | | 586,028 shares of Common Stock |
| REPORTING |___|____________________________________________|
| PERSON | 7 | SOLE DISPOSITIVE POWER |
| WITH | | 5,037,959 shares of Common Stock |
| |___|____________________________________________|
| | 8 | SHARED DISPOSITIVE POWER |
| | | 586,028 shares of Common Stock |
|______________|___|____________________________________________|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH |
| | REPORTING PERSON |
| | 5,623,987 shares of Common Stock |
|____|__________________________________________________________|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES |
| | CERTAIN SHARES* |
| | / / |
|____|__________________________________________________________|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 67.9% |
|____|__________________________________________________________|
| 12 | TYPE OF REPORTING PERSON* |
| | IN |
|____|__________________________________________________________|
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 3 of 5 pages
Item 1(a) NAME OF ISSUER:
Sharper Image Corporation
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
650 Davis Street
San Francisco, CA 94111
Item 2(a) NAME OF PERSON FILING:
Richard Thalheimer
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE:
650 Davis Street
San Francisco, CA 94111
Item 2(c) CITIZENSHIP:
United States of America
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock
Item 2(e) CUSIP NUMBER:
820013 10 0
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES
13D-1(B) OR 13D-2(B), CHECK WHETHER THE PERSON
FILING IS A:
Not Applicable
<PAGE>
Page 4 of 5 pages
Item 4. OWNERSHIP.
(a) Amount Beneficially Owned as of January 31,
1995: 5,623,987 Shares of Common Stock.
Does not include 45,500 shares owned by
Ms. Elyse Eng Thalheimer, Mr. Richard
Thalheimer's wife. Includes 4,737,959
shares owned by The Richard J. Thalheimer
Revocable Trust, of which Mr. Richard
Thalheimer is trustee and sole beneficiary.
Includes 218,028 shares owned by The Richard
Thalheimer and Elyse Thalheimer Family
Trust, of which Mr. Richard Thalheimer is
a co-beneficiary. Includes 368,000 shares
owned by The Richard J. Thalheimer
Children's Trust. Includes 300,000 shares
owned by the Richard J. Thalheimer 1994
Annuity Trust, of which Mr. Richard
Thalheimer is trustee and beneficiary.
(b) Percent of Class: 67.9
(c) Number of shares as to which such person
has:
(i) sole power to vote or to direct the
vote: 5,037,959 shares of Common
Stock
(ii) shared power to vote or to direct the
vote: 586,028
(iii) sole power to dispose or to direct
the disposition of: 5,037,959 shares
of Common Stock
(iv) shared power to dispose or to direct
the disposition of: 586,028
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
<PAGE>
Page 5 of 5 pages
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.
Not Applicable
SIGNATURE
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.
Date: February 27, 1995
Signature: RICHARD THALHEIMER
___________________
Name: Richard Thalheimer
Title: Chief Executive Officer and Chairman of the Board
