UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)*
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)
January 2, 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 [ ].
Check the following box if a fee is being paid with this statement
[X]. (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 five percent or less of such class.) (See
Rule 13d-7.)
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 405,100
Shares Bene- ____________________________________________________
ficially (8) Shared Voting Power
owned by 111,200
Each Report- ____________________________________________________
ing Person (9) Sole Dispositive Power
With 405,100
_________________________________________________________________
(10) Shared Dispositive Power
111,200
_________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 516,300
_________________________________________________________________
12) Check if the Aggregate Amount in Row (11)
N/A
_________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
5.1%
_________________________________________________________________
14) Type of Reporting Person
I N <PAGE>
Item 2. Identity and Background.
On December 13, 1996, Cooperman and the other general
partners of Omega Capital Partners, L.P. and Omega Institutional
Partners, L.P. organized under the laws of the State of Delaware a
limited liability company known as Omega Associates, L.L.C.
("Associates"), and effective January 2, 1997 Associates became the
sole general partner of Omega Capital Partners, L.P. and Omega
Institutional Partners, L.P. Cooperman is the Managing Member of
Associates.
Associates is a private investment firm formed to invest
in and act as general partner of investment partnerships or similar
investment vehicles. The principal business and office of
Associates is c/o Omega Advisors, Inc., Wall Street Plaza, 88 Pine
Street - 31st Floor, New York, New York 10005.
Neither Associates nor any of the investment entities
controlled by it 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 516,300 Shares. Of this
amount, 178,700 Shares were purchased by Omega Capital Partners,
L.P., at a cost of $5,346,647; 15,900 Shares were purchased by
Omega Institutional Partners, L.P., at a cost of $487,777; 205,600
Shares were purchased by Omega Overseas Partners, Ltd., at a cost
of $9,488,586; 4,900 Shares were purchased by Omega Overseas
Partners II, Ltd., at a cost of $146,509; 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.
5. Interest in Securities of the Issuer.
Based upon the information contained in the Company's 10Q
for the quarterly period ended September 10, 1996 filed with the
Securities & Exchange Commission, there were issued and outstanding
as of October 8, 1996 10,123,368 Shares. Omega Capital Partners,
L.P., owns 178,700 Shares, or 1.8% of those outstanding; Omega
Institutional Partners, L.P., owns 15,900 Shares, or 0.2% of those
outstanding; Omega Overseas Partners, Ltd., owns 205,600 Shares, or
2.0% of those outstanding; Omega Overseas Partners II, Ltd., owns
4,900 Shares, or 0.0% 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 Overseas Partners, Ltd., Omega Overseas Partners II, Ltd.,
and the Managed Account in shares of Common Stock within the 60 day
period prior to this filing. All such transactions were open
market sale transactions.
Omega Capital Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
11/04/96 7,500 $53.38
11/05/06 3,700 53.88
11/15/96 3,000 52.00
11/15/96 9,100 52.25
11/26/96 1,000 51.00
11/27/96 9,000 51.58
11/27/96 200 52.00
12/05/96 1,000 51.00
12/09/96 1,700 51.13
12/10/96 4,100 51.41
12/11/96 3,700 51.38
12/13/96 1,000 51.00
12/23/96 300 52.13
12/31/96 2,400 52.17
01/02/97 17,300 52.00
Omega Institutional Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
11/04/96 7,200 $53.38
11/05/96 3,400 53.88
11/15/96 3,200 52.00
11/15/96 8,300 52.25
11/26/96 800 51.00
11/27/96 8,400 51.58
12/05/96 800 51.00
12/09/96 1,700 51.13
12/10/96 3,800 51.41
12/11/96 3,500 51.38
12/13/96 1,000 51.00
12/23/96 300 52.13
12/31/96 2,700 52.17
Omega Overseas Partners, Ltd.
Date of Amount of Price Per
Transaction Shares Share
11/05/96 800 $53.88
11/15/96 1,100 52.00
11/15/96 3,600 52.25
11/26/96 400 51.00
11/27/96 3,700 51.58
12/05/96 400 51.00
12/09/96 700 51.13
12/10/96 1,000 51.41
12/11/96 1,000 51.38
12/23/96 100 52.13
01/02/97 29,400 52.00
Omega Overseas Partners II, Ltd.
Date of Amount of Price Per
Transaction Shares Share
11/04/96 400 $53.38
11/05/96 200 53.88
11/15/96 100 52.00
11/15/96 300 52.25
11/27/96 300 51.58
12/09/96 100 51.13
12/10/96 100 51.41
12/11/96 100 51.38
12/12/96 100 51.63
12/31/96 1,000 52.17
01/02/97 400 52.00
<PAGE>
The Managed Account
Date of Amount of Price Per
Transaction Shares Share
11/04/96 4,900 $53.38
11/05/96 1,900 53.88
11/15/96 2,600 52.00
11/15/96 3,700 52.25
11/26/96 300 51.00
11/27/96 3,600 51.58
11/27/96 800 51.47
12/05/96 300 51.00
12/09/96 800 51.13
12/10/96 1,700 51.41
12/10/96 400 51.50
12/11/96 1,700 51.38
12/12/96 200 51.63
12/13/96 500 51.00
12/23/96 300 52.13
12/31/96 1,400 52.17
01/02/97 11,500 52.00
Item 7. Material to be Filed as Exhibits.
There is no material to be filed as Exhibits.
<PAGE>
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: January 6, 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 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).
