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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: 1
Name of Issuer: Brookstone, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 114537103
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Peter A. Wright, P.A.W. Capital Corp., 10 Glenville Street,
Greenwich, CT 06831-3638; (203) 531-5400
(Date of Event which Requires Filing of this Statement)
November 10, 1997
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).
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CUSIP No. 114537103
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Peter A. Wright
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
567,000
9. Sole Dispositive Power:
10. Shared Dispositive Power:
567,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
567,000
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
7.25%
14. Type of Reporting Person
IN
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CUSIP No. 114537103
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
P.A.W. Capital Corp.
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
567,000
9. Sole Dispositive Power:
10. Shared Dispositive Power:
567,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
567,000
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
7.25%
14. Type of Reporting Person
CO
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The purpose of this Amendment No. 1 to the previously filed
Schedule 13D is to report that the ownership of Mr. Peter A.
Wright and P.A.W. Capital Corp. ("P.A.W.", and, together with Mr.
Wright, the "Reporting Persons") in the Common Stock (the "Common
Stock") of Brookstone, Inc. (the "Company") has decreased from
8.9% and 8.7%, respectively, to 7.25% and 7.25%, respectively, of
the Company's outstanding Common Stock. All capitalized terms
not defined herein have the meanings given them in the original
Schedule 13D.
Item 1. Security and Issuer
___________________
Common Stock of:
Brookstone, Inc.
17 Riverside Street
Nashua, New Hampshire 03062
Item 2. Identity and Background
_______________________
This statement is being filed on behalf of Mr. Wright
and P.A.W., a Delaware corporation. Mr. Wright is the
majority shareholder and President of P.A.W. P.A.W.'s
principal business is to act as an investment adviser;
its principal office is at 10 Glenville Street,
Greenwich, Connecticut 06831-3638. P.A.W. is the
general partner of P.A.W. Capital Partners, L.P., the
general partner of P.A.W. Partners, L.P., a Delaware
limited partnership, and the investment manager of
P.A.W. Offshore Fund Limited, a Bahamian corporation
(together referred to as the "Funds").
Neither of the Reporting Persons has, during the last
five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
Neither of the Reporting Persons has, during the last
five years, been a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction which resulted in 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 violations with
respect to such laws.
Mr. Wright is a citizen of the United States of America.
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Item 3. Source and Amount of Funds or Other Consideration
_________________________________________________
As of the date hereof, the Reporting Persons are deemed
to beneficially own 567,000 shares of the Company's
Common Stock. All 567,000 shares of Common Stock are
held by the Funds or by managed accounts over which Mr.
Wright or P.A.W. has investment discretion. The funds
for the purchase of the Common Stock held in the Funds
or managed accounts over which the Reporting Persons
have investment discretion have come from each entity or
account's own funds or from margin loans entered into in
the ordinary course of business.
Item 4. Purpose of Transactions
_______________________
The shares of Common Stock beneficially owned by the
Reporting Persons were acquired for, and are being held
for, investment purposes.
The Reporting Persons have no plan or proposal which
relates to, or would result in, any of the actions
enumerated in Item 4 of the instructions to Schedule 13D
Item 5. Interest in Securities of Issuer
________________________________
As of the date hereof, the Reporting Persons are deemed
to be the beneficial owners of 567,000 shares of the
Company's Common Stock. Based on the Company's
Form 10-Q filed on September 16, 1997, as of
September 10, 1997 there were 7,820,384 shares of the
Company's Common Stock outstanding. Therefore, the
Reporting Persons are deemed to beneficially own 7.25%
of the Company's outstanding shares of Common Stock.
The Reporting Persons have the power to vote, direct the
vote, dispose of or direct the disposition of all the
shares of the Company's Common Stock that they currently
are deemed to beneficially own.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
______________________________________________________
The Reporting Persons have no contract, arrangement,
understanding or relationship with any person with
respect to the Common Stock of the Company.
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Item 7. Material to be Filed as Exhibits
________________________________
Attached hereto as Exhibit A is a description of
the transactions in the Common Stock of the Company
that were effected by the Reporting Persons during
the 60 days prior to November 10, 1997 through the
date of this filing.
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Signature
The undersigned, after reasonable inquiry and to
the best of their knowledge and belief, certify that the
information set forth in this statement is true, complete
and correct.
P.A.W. Capital Corp.
By: /s/ Peter A. Wright
_____________________________
Peter A. Wright, President
/s/ Peter A. Wright
_________________________________
Peter A. Wright
November 18, 1997
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Exhibit A
Daily Transactions
Common Stock
Transaction Number of Shares Price
Date Purchased or (Sold) Per Share
___________ ___________________ __________
9/22/97 (27,000) $12.31
9/22/97 (8,700) 12.42
9/23/97 (5,000) 12.50
9/24/97 (2,500) 12.38
9/25/97 (6,000) 12.13
9/26/97 (8,100) 12.20
10/6/97 (5,400) 12.06
10/13/97 (500) 12.94
10/13/97 (8,000) 12.88
11/3/97 (3,500) 12.13
11/5/97 (2,500) 12.13
11/6/97 (5,000) 12.13
11/10/97 (2,500) 12.13
11/10/97 (900) 12.06
11/10/97 (5,400) 12.08
11/11/97 (8,100) 12.00
11/11/97 (5,400) 12.03
11/12/97 (2,700) 11.97
11/13/97 (3,000) 12.06
11/14/97 (4,600) 12.00
11/17/97 (2,900) 12.0625
11/17/97 (10,000) 12.00
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00123001.AR9
