UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.2)*
THE EARTHGRAINS COMPANY
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
270319106
(CUSIP Number)
Alan M. Stark
80 Main Street
West Orange, New Jersey 07052
(201)325-8660
(Name Address, and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 10, 1997
(Date of Event which Requires Filing of this Statement)
If this 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 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).<PAGE>
SCHEDULE 13D
CUSIP No. 270319-10-6
__________________________________________________________________
1) Names of Reporting Person S.S. or I.R.S. Identification
No. of Above Person
LEON G. COOPERMAN
S.S. No. ###-##-####
_________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
_________________________________________________________________
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). . . . . . . . . . . . .
NOT APPLICABLE
_________________________________________________________________
6) Citizenship or place of Organization:
UNITED STATES
_________________________________________________________________
(7) Sole voting Power
Number of 395,200
Shares Bene- ____________________________________________________
ficially (8) Shared Voting Power
owned by 111,200
Each Report- ____________________________________________________
ing Person (9) Sole Dispositive Power
With 395,200
_________________________________________________________________
(10) Shared Dispositive Power
111,200
_________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 506,400
_________________________________________________________________
12) Check if the Aggregate Amount in Row (11)
N/A
_________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
5.0%
_________________________________________________________________
14) Type of Reporting Person
I N <PAGE>
Item 2. Identity and Background.
This statement is being filed by Leon G. Cooperman,
("Cooperman"). Cooperman is the Managing Member of Omega
Associates, L.L.C. ("Associates"), a limited liability company
organized under the laws of the State of Delaware. Associates is
a private investment firm formed to invest in and act as general
partner of investment partnerships or similar investment
vehicles.Associates is the general partner of three limited
partnerships organized under the laws of Delaware known as Omega
Capital Partners, L.P., Omega Institutional Partners, L.P., and
Omega Equity Partners, L.P. They are private investment firms
engaged in the purchase and sale of securities for investment for
their own accounts. The business address of Cooperman and the
principal business and office of Associates, Omega Capital
Partners, L.P., Omega Institutional Partners, L.P., and Omega
Equity Partners, L.P. is c/o Omega Advisors, Inc., 88
Pine Street, Wall Street Plaza - 31st Floor, New York, New York
10005. Cooperman is a citizen of the United States.
Cooperman is also the President and majority stockholder
of Omega Advisors, Inc., a Delaware corporation, engaged in
providing investment management. The address of the principal
business and office of Omega Advisors, Inc. is 88 Pine Street, Wall
Street Plaza - 31st Floor, New York, New York 10005. Omega
Advisors, Inc. serves as investment manager to Omega Overseas
Partners, Ltd., and Omega Overseas Partners II, Ltd., and Cooperman
is deemed to control said entities. Omega Overseas Partners, Ltd.,
is a Cayman Island corporation, with a business address at British
American Tower, Third Floor, Jennrett Street, Georgetown, Grand
Cayman Island, British West Indies. Omega Overseas Partners II,
Ltd. is a Cayman Island corporation, with a business address c/o
Hemisphere House, 9 Church Street, Hamilton HM 11, Bermuda. Omega
Advisors, Inc. also serves with discretionary power as investment
manager to unrelated third parties (herein referred to as the
"Managed Account").
Neither Cooperman nor any of the investment entities
controlled by him have, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has any such person, during the last five years,
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which any such person
was or is subject to 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
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Cooperman beneficially owns 506,400 Shares. Of this
amount, 134,000 Shares were purchased by Omega Capital Partners,
L.P., at a cost of $4,030,521; 10,900 Shares were purchased by
Omega Institutional Partners, L.P., at a cost of $334,467; 250,300
Shares were purchased by Omega Overseas Partners, Ltd., at a cost
of $11,572,723; and 111,200 Shares were purchased by the Managed
Account at a cost of $3,340,373. The source of funds for the
purchase of all such Shares was investment capital.<PAGE>
5. Interest in Securities of the Issuer.
Based upon the information contained in the Company's 10Q
for the period ended December 31, 1996 filed with the Securities &
Exchange Commission, there were issued and outstanding as of
January 31, 1997, 10,141,069 Shares. Omega Capital Partners, L.P.,
owns 134,000 Shares, or 1.3% of those outstanding; Omega
Institutional Partners, L.P., owns 10,900 Shares, or 0.1% of those
outstanding; Omega Overseas Partners, Ltd., owns 250,300 Shares, or
2.5% of those outstanding; and the Managed Account owns 111,200
Shares, or 1.1% of those outstanding.
The following table details the transactions by each of
Omega Capital Partners, L.P., Omega Institutional Partners, L.P.,
Omega Equity Partners, L.P., Omega Overseas Partners, Ltd., Omega
Overseas Partners II, Ltd. and the Managed Account in shares of
Common Stock from 60 days prior to March 10, 1997 to date. All
such transactions were open market transactions.
SALES:
Omega Institutional Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
02/12/97 5,000 $47.50
Omega Equity Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
03/10/97 600 $57.00
<PAGE>
Omega Overseas Partners, II, Ltd.
Date of Amount of Price Per
Transaction Shares Share
01/27/97 4,900 $50.06
PURCHASES:
Omega Equity Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
02/14/97 600 $49.06
Item 7. Material to be Filed as Exhibits.
There is no material to be filed as Exhibits.
Signature
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned hereby
certifies that the information set forth in this statement is true,
complete and correct.
Dated: March 17, 1997
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, pursuant to Power of
Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as Managing Member of
Omega Associates, L.L.C. on behalf
of Omega Capital Partners, L.P.,
pursuant to Power of Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as Managing Member of
Omega Associates, L.L.C. on behalf
of Omega Institutional Partners, L.P.,
pursuant to Power of Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as Managing Member of
Omega Associates, L.L.C. on behalf
of Omega Equity Partners, L.P.,
pursuant to Power of Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as President of Omega
Advisors, Inc., pursuant to Power
of Attorney on file.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
