UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
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)
DECEMBER 31, 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
CUSIP No. 10553F 10 SCHEDULE 13G Page 2 of 3 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
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 427,449
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 427,449
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
427,449
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
12 TYPE OF REPORTING PERSON*
IN
<PAGE>
Pursuant to Rule 13d-2(b) of Regulation 13D-G under the Securities
Exchange Act of 1934, as amended, the Schedule 13G initially filed on
November 3, 1998 by Richard L. Chilton, Jr. with respect to the common
stock (the "Common Stock"), par value $.01 per share, of Brass Eagle Inc.,
a Delaware corporation, is hereby amended by this Amendment No. 1 to the
Schedule 13G to report a change in the information reported in the previous
filing on Schedule 13G.
Item 4 is hereby amended and restated in its entirety to read:
Item 4. OWNERSHIP:
(a) AMOUNT BENEFICIALLY OWNED: 427,449 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:
427,449
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the disposition of:
427,449
(iv) shared power to dispose or to direct the disposition of:
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: February 16, 1999 RICHARD L. CHILTON, JR.
By: /s/ Richard L. Chilton, Jr.
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