SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1*/A)
EGGHEAD, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
282330109
(CUSIP Number)
David A. Rocker Robert G. Minion, Esq.
Suite 1759 Lowenstein, Sandler, Kohl,
45 Rockefeller Plaza with a copy to: Fisher & Boylan, P.C.
New York, New York 10111 65 Livingston Avenue
(212) 397-1220 Roseland, New Jersey 07068
(201) 992-8700
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
January 19, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
l3G 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 .
Check the following box if a fee is being paid with this
statement. (A fee is not required only if the reporting 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 less than five percent
of such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule l3d-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 disclosures provided in
a prior cover page.
The information required on 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) Names of Reporting Persons (S.S. or I.R.S. Identification
Nos. of Above Persons):
David A. Rocker ###-##-####
_______________________________________________________________
(2) Check the Appropriate Box if a Member of a Group (See
Instructions): (a)
(b)
_______________________________________________________________
(3) SEC Use Only
_______________________________________________________________
(4) Source of Funds (See Instructions): 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: United States
_______________________________________________________________
Number of Shares (7) Sole Voting Power: 987,000*
Beneficially Owned (8) Shared Voting Power: 0
by Each Reporting (9) Sole Dispositive Power: 1,034,000*
Person With: (10) Shared Dispositive Power: 0
_________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,034,000*
_________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions): /__/
_________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11): 6.0%*
_________________________________________________________________
(14) Type of Reporting Person (See Instructions): IA, IN
_________________________________________________________________
* 882,500 shares (5.1%) of Egghead, Inc. common stock are owned
by Rocker Partners, L.P., a New York limited partnership.
104,500 shares (0.6%) of Egghead, Inc. common stock are owned by
Compass Holdings, Ltd., a corporation organized under the
International Business Companies Ordinance of the British Virgin
Islands. 47,000 shares (0.3%) of Egghead, Inc. common stock are
owned by Centennial Partners I, L.P., a Delaware limited
partnership. David A. Rocker serves as the sole managing partner
of Rocker Partners, L.P. and, through Rocker Offshore Management
Company, Inc., as investment adviser to Compass Holdings, Ltd.
David A. Rocker also serves as investment adviser to Centennial
Partners I, L.P.
Item 5. Interest in Securities of the Issuer.
Based upon the information set forth in Egghead,
Inc.'s Quarterly Report on Form 10-Q for the quarterly
period ended October 1, 1994, as of October 29, 1994 there
were 17,163,406 shares of Egghead Inc. common stock issued
and outstanding. As of January 19, 1995, Rocker Partners,
L.P. owned 882,500 of such shares, or 5.1% of those
outstanding, Compass Holdings. Ltd. owned 104,500 of such
shares, or 0.6% of those outstanding, and Centennial
Partners I, L.P. owned 47,000 of such shares, or 0.3% of
those outstanding. David A. Rocker possesses sole power to
vote the 987,000 shares of Egghead Inc. common stock owned
by Rocker Partners, L.P. and Compass Holdings, Ltd. and
possesses sole power to dispose or direct the disposition of
all of the shares of Egghead, Inc. common stock owned by
Rocker Partners, L.P., Compass Holdings, Ltd. and Centennial
Partners I, L.P. The following table details the
transactions by each of Rocker Partners, L.P., Compass
Holdings, Ltd. and Centennial Partners I, L.P. in shares of
Egghead Inc. common stock during the past sixty days.
A. Rocker Partners, L.P.
Date Quantity Price
(Purchases)
November 23, 1994 8,000 $ 8.93
November 30, 1994 500 $10.37
December 8, 1994 400 $ 9.87
December 8, 1994 7,000 $10.00
December 13, 1994 1,500 $10.75
December 14, 1994 2,000 $10.62
December 20, 1994 9,000 $10.93
December 21, 1994 11,000 $10.68
December 28, 1994 4,000 $11.37
December 29, 1994 16,000 $11.77
December 29, 1994 4,000 $11.93
December 30, 1994 5,000 $11.37
December 30, 1994 13,000 $11.68
December 30, 1994 7,500 $11.87
January 3, 1995 3,500 $11.37
January 4, 1995 9,000 $11.55
January 5, 1995 4,000 $11.31
January 5, 1995 100 $11.50
January 6, 1995 3,000 $11.31
January 6, 1995 9,000 $11.25
January 9, 1995 6,500 $11.47
January 12, 1995 8,400 $11.84
January 13, 1995 27,000 $11.45
January 17, 1995 10,000 $11.38
January 19, 1995 2,500 $10.56
(Sales)
December 12, 1994 12,000 $10.16
December 19, 1994 9,000 $11.25
December 30, 1994 12,300 $11.87
January 3, 1995 37,300 $11.62
January 11, 1995 2,400 $11.70
January 11, 1995 13,000 $11.37
January 11, 1995 2,600 $11.70
B. Compass Holdings, Ltd.
Date Quantity Price
(Purchases)
December 8, 1994 1,500 $10.00
December 20, 1994 1,000 $10.93
December 27, 1994 1,400 $11.12
December 29, 1994 1,800 $11.77
December 29, 1994 1,000 $11.93
December 30, 1994 1,000 $11.68
January 3, 1995 39,400 $11.62
January 6, 1995 2,000 $11.31
January 6, 1995 1,000 $11.25
January 9, 1995 1,000 $11.47
January 13, 1995 4,000 $11.45
January 17, 1995 1,500 $11.38
January 19, 1995 2,500 $10.56
(Sales)
November 30, 1994 1,500 $10.58
December 12, 1994 1,500 $10.16
December 19, 1994 1,000 $11.25
December 29, 1994 3,000 $11.87
December 30, 1994 1,000 $11.87
January 19, 1995 1,000 $11.37
C. Centennial Partners I, L.P.
Date Quantity Price
(Purchases)
December 8, 19994 1,500 $10.00
December 29, 1994 1,000 $11.77
December 30, 1994 1,000 $11.68
January 4, 1995 2,000 $11.55
January 13, 1995 2,000 $11.45
January 17, 1995 1,000 $11.38
(Sales)
November 30, 1994 1,500 $10.58
December 12, 1994 1,800 $10.16
December 19, 1994 1,000 $11.25
December 29, 1994 2,000 $11.87
December 30, 1994 1,000 $11.87
January 3, 1995 2,100 $11.62
January 11, 1995 1,000 $11.37
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.
Dated: January 25, 1995
/s/ David A. Rocker
David A. Rocker, individually,
as managing partner of Rocker
Partner, L.P., as president of
Rocker Offshore Management Company,
Inc., the investment adviser
to Compass Holdings, Ltd.,
and as investment adivser to
Centennial Partners I, L.P.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
