SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2*)
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)
May 4, 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: 1,163,600*
Beneficially Owned (8) Shared Voting Power: 0
by Each Reporting (9) Sole Dispositive Power: 1,216,000*
Person With: (10) Shared Dispositive Power: 0
_________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 1,216,000*
_________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions):
_________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11): 7.1%*
_________________________________________________________________
(14) Type of Reporting Person (See Instructions): IA, IN
_________________________________________________________________
* 1,033,700 shares (6.0%) of Egghead, Inc. common stock are
owned by Rocker Partners, L.P., a New York limited partnership.
129,900 shares (0.8%) 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. 52,400 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
December 31, 1994, as of January 28, 1995 there were
17,166,031 shares of Egghead Inc. common stock issued and
outstanding. As of May 4, 1995, Rocker Partners, L.P. owned
1,033,700 of such shares, or 6.0% of those outstanding,
Compass Holdings. Ltd. owned 129,900 of such shares, or
0.8% of those outstanding, and Centennial Partners
I, L.P. owned 52,400 of such shares, or 0.3% of those outstanding.
David A. Rocker possesses sole power to vote the 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)
March 6, 1995 100 $9.87
March 7, 1995 2,500 $9.37
March 7, 1995 5,000 $9.42
March 7, 1995 7,000 $9.37
March 8, 1995 8,000 $9.68
March 10, 1995 18,500 $9.68
March 15, 1995 2,800 $9.78
March 16, 1995 40,000 $9.12
March 16, 1995 7,500 $9.77
March 16, 1995 20,000 $9.32
March 17, 1995 1,000 $9.21
March 20, 1995 6,000 $9.10
March 20, 1995 3,000 $9.31
March 24, 1995 5,000 $9.18
March 24, 1995 25,000 $9.24
March 27, 1995 9,000 $9.00
March 27, 1995 5,000 $8.93
March 28, 1995 8,500 $8.62
March 31, 1995 8,000 $8.50
April 3, 1995 300 $8.87
April 13, 1995 5,000 $9.12
April 20, 1995 9,000 $8.93
April 20, 1995 1,500 $8.93
April 21, 1995 3,000 $8.93
April 21, 1995 6,500 $8.91
April 24, 1995 2,500 $9.06
April 27, 1995 5,800 $9.12
May 2, 1995 2,500 $9.43
May 2, 1995 9,000 $9.35
May 4, 1995 9,000 $9.21
May 4, 1995 2,200 $9.18
(Sales)
March 9, 1995 2,200 $9.68
March 16, 1995 2,000 $9.37
March 20, 1995 5,000 $9.37
March 21, 1995 28,700 $9.12
April 18, 1995 9,000 $9.31
April 28, 1995 5,600 $9.58
B. Compass Holdings, Ltd.
Date Quantity Price
(Purchases)
March 7, 1995 5,000 $9.43
March 7, 1995 1,700 $9.42
March 10, 1995 2,000 $9.68
March 16, 1995 7,500 $9.12
March 16, 1995 2,000 $9.81
March 16, 1995 1,500 $9.32
March 20, 1995 2,000 $9.31
March 24, 1995 3,500 $9.24
March 30, 1995 1,000 $8.62
April 7, 1995 100 $9.18
April 27, 1995 2,000 $9.12
April 28, 1995 100 $9.25
May 2, 1995 1,000 $9.35
May 4, 1995 1,000 $9.21
(Sales)
March 21, 1995 4,000 $9.12
April 17, 1995 700 $9.43
April 18, 1995 7,400 $9.31
April 24, 1995 2,500 $9.12
C. Centennial Partners I, L.P.
Date Quantity Price
(Purchases)
March 8, 1995 2,000 $9.68
March 10, 1995 1,500 $9.68
March 16, 1995 2,500 $9.12
March 16, 1995 1,000 $9.32
March 24, 1995 1,400 $9.24
March 27, 1995 1,000 $9.00
March 31, 1995 2,000 $8.50
April 20, 1995 1,000 $9.12
(Sales)
March 21, 1995 2,000 $9.12
April 18, 1995 3,600 $9.31
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: May 11, 1995
/s/ David A. Rocker
David A. Rocker,
individually, as managing
partner of Rocker Partners,
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).
