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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.: 1
Name of Issuer: Braun's Fashions Corporation
Title of Class of Securities: common stock, $.01 par value
CUSIP Number: 105658108
(Date of Event Which Requires Filing of this Statement)
December 31, 1999
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*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 Number: 105658108
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Jeffrey Feinberg
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
0
6. Shared Voting Power:
305,999
7. Sole Dispositive Power:
0
8. Shared Dispositive Power:
305,999
9. Aggregate Amount Beneficially Owned by Each Reporting Person
305,999
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
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11. Percent of Class Represented by Amount in Row (9)
2.19%
12. Type of Reporting Person
IN
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Item 1(a) Name of Issuer: Braun's Fashions Corporation
(b) Address of Issuer's Principal Executive Offices:
2400 Xenium Lane North
Plymouth, Minnesota 55441
Item 2(a) - (c). Name, Principal Business Address, and
Citizenship of Persons Filing:
Jeffrey Feinberg
c/o JLF Asset Management, LLC
660 Madison Avenue - 18th Floor
New York, New York 10021
(d) Title of Class of Securities: common stock, par
value
(e) CUSIP Number: 105658108
Item 3. If this statement is filed pursuant to Rule
13d-1(b)(1) or 13d-2(b) or (c) check whether the person
filing is:
(a) / / Broker or dealer registered under Section 15 of
the Act,
(b) / / Bank as defined in Section 3(a)(6) of the Act,
(c) / / Insurance Company as defined in
Section 3(a)(19) of the Act,
(d) / / Investment Company registered under Section 8
of the Investment Company Act,
(e) / / Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940,
(f) / / Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund,
(g) / / Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G),
(h) / / Savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act,
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(i) / / Church plan excluded from the definition of an
investment company under Section 3(c)(14) of
the Investment Company Act,
(j) / / Group, in accordance with Rule 13d-
1(b)(1)(ii)(H).
If this statement is filed pursuant to Rule 13d-1(c), check
this box. /X/
Item 4. Ownership.
(a) Amount Beneficially Owned: 305,999 shares
owned by Jeffrey Feinberg
(b) Percent of Class: 2.19% by Jeffrey Feinberg
(c) Jeffrey Feinberg: 305,999 shares with shared
power to vote or to direct the vote; 0 shares
with sole power to vote or to direct the vote;
305,999 shares with shared power to dispose or
to direct the disposition of; 0 shares with the
sole power to dispose or to direct the
disposition of
Item 5. Ownership of Five Percent or Less of a Class.
The reporting person has ceased to be the
beneficial owner of more than five percent of the
common stock of the Issuer.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported by the
Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the
Group.
N/A
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Item 9. Notice of Dissolution of the Group.
N/A
Item 10.
Certification for Rule 13d-1(c): By signing below I
certify that, to the best of my knowledge and belief, the
securities referred to above 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.
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.
/s/ Jeffrey Feinberg
_________________________
Jeffrey Feinberg
February 4, 2000
__________________
Date
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02717001.AA3
