UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment _____)*
BRASS EAGLE INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
10553F 10
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(CUSIP Number)
OCTOBER 23, 1998
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(Date of Event Which Requires Filing of this Statement)
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 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 (the "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).
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 1 of 5 Pages
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SCHEDULE 13D
CUSIP No. 10553F 10 Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
RICHARD L. CHILTON, JR.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 5 SOLE VOTING POWER
SHARES 426,500
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 426,500
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
426,500
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
12 TYPE OF REPORTING PERSON*
IN
<PAGE>
Item 1.
(a) NAME OF ISSUER: Brass Eagle Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1203A North Sixth Street
Rogers, Arkansas 72756
Item 2.
(a)-(c) NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS OFFICE; AND
CITIZENSHIP:
Richard L. Chilton, Jr.
Chilton Investment Co., Inc.
65 Locust Avenue, 2nd Floor
New Canaan, Connecticut 06840
Citizenship: United States
2(d) TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.01 per
share
2(e) CUSIP NUMBER: 10553F 10
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13-2(b), CHECK WHETHER THE PERSON FILING IS A:
(a)[ ] Broker or Dealer registered under Section 15 of the Act (15
U.S.C. 78o);
(b)[ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)[ ] Insurance Company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c);
(d)[ ] Investment Company registered under Section 8 of the Investment
Company Act (15 U.S.C. 80a-8);
(e)[ ] An investment advisor in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f)[ ] An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F);
(g)[ ] A parent holding company or control person, in accordance with
Section 240.13d-1(b)(1)(ii)(G);
(h)[ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
Page 3 of 5 Pages
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(i)[ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j)[ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
If this statement is filed pursuant to ss. 240.13d-1(c), check this box. |X|
Item 4. OWNERSHIP:
(a) AMOUNT BENEFICIALLY OWNED: 426,500 shares of Common Stock.
(b) PERCENT OF CLASS: 5.9%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or to direct the vote:
426,500
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the disposition of:
426,500
(iv) shared power to dispose or to direct the disposition of:
0
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not applicable.
Page 4 of 5 Pages
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Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
Not applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not applicable.
Item 9. NOTICES OF DISSOLUTION OF GROUP:
Not applicable.
Item 10. CERTIFICATION:
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.
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: November 3, 1998 RICHARD L. CHILTON, JR.
By: /s/ Richard L. Chilton, Jr.
Page 5 of 5 Pages
