YES ENTERTAINMENT CORP
SC 13D/A, 1997-03-17
GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES)
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                         AMENDMENT NO. 2 TO SCHEDULE 13D

                    Under the Securities Exchange Act of 1934

                            YES! ENTERTAINMENT CORP.
                            ------------------------
                                (Name of Issuer)

                           COMMON STOCK, NO PAR VALUE
                           --------------------------
                         (Title of Class of Securities)

                                    985834100
                           --------------------------
                                 (CUSIP Number)

                                 Mr. Andyla Yasa
                          c/o P.T. Amanda Granitkusuma
            Chase Plaza Tower, 4th Floor, Jln. Jend. Sudirman Kav.21
                             Jakarta 12910 Indonesia
- --------------------------------------------------------------------------------
                  (Name, Address and Telephone Number of person
                Authorized to Receive Notices and Communications)

                                 JANUARY 3, 1997
                          -----------------------------
                          (Date of Event which Requires
                            Filing of this Statement)

If the 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 the statement [ ] (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 less than five percent 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 disclosure
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 provision of the Act (however, see the Notes.)



                                  Page 1 of 6

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                                  SCHEDULE 13D
================================================================================
 1  NAME OF REPORTING PERSONS, S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE
    PERSONS
    
            MR. ANDYLA YASA
- --------------------------------------------------------------------------------
 2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                         (a) [ ]
                                                                         (b) [ ]
- --------------------------------------------------------------------------------

 3  SEC USE ONLY
- --------------------------------------------------------------------------------
 4  SOURCE OF FUNDS
    
            PF
- --------------------------------------------------------------------------------
 5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
    PURSUANT TO ITEMS 2(d) OR 2(e)
                                                                             [ ]
- --------------------------------------------------------------------------------
 6  CITIZENSHIP OR PLACE OF ORGANIZATION

            INDONESIAN
- --------------------------------------------------------------------------------
NUMBER OF SHARES            7 SOLE VOTING POWER:             1,056,000
BENEFICIALLY OWNED         -----------------------------------------------------
BY EACH REPORTING           8 SHARED VOTING POWER:     
PERSON WITH*               -----------------------------------------------------
                            9 SOLE DISPOSITIVE:              1,056,000
                           -----------------------------------------------------
                           10 SHARED DISPOSITIVE POWER:
- --------------------------------------------------------------------------------
11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            1,056,000
- --------------------------------------------------------------------------------
12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
    CERTAIN SHARES                                                           [ ]
- --------------------------------------------------------------------------------
13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

            7.08%
- --------------------------------------------------------------------------------
14  TYPE OF REPORTING PERSON

            IN
================================================================================

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Introduction.

        This Amendment No.2 to Schedule 13D  ("Amendment  No.2 to Schedule 13D")
supplements the Schedule 13D, dated December 23, 1996,  originally  filed by the
Reporting  Person  (defined  below)  with  respect  to  the  Reporting  Person's
acquisition of the Common Stock of Issuer (the "Original  Schedule 13D") and the
Amendment No. 1 to Schedule 13D, dated December 27, 1996 (the "Amendment No.1 to
Schedule  13D").  The Original  Schedule 13D related to the  Reporting  Person's
acquisition of 765,500  shares of Common Stock of the Issuer.  Amendment No.1 to
Schedule 13D related to the acquisition by the Reporting Person of an additional
147,000  shares of Common Stock of the Issuer.  This  Amendment No.2 to Schedule
13D relates to the acquisition by the Reporting Person of an additional  143,500
shares of Common Stock of the Issuer since the date of the event which  required
the filing of the Amendment No.1 to Schedule 13D.

Item 1.        Security and Issuer

        This Statement  relates to shares of Common Stock of Yes!  Entertainment
Corp.  (the "Issuer").  The principal  offices of the Issuer are located at 3875
Hopyard Road, Pleasanton, California, 94588.

Item 2.        Identity and Background

        This  Amendment  No. 2 to Schedule 13D is filed by Mr.  Andyla Yasa (the
"Reporting Person").  The Reporting Person's business address is c/o P.T. Amanda
Granitkusuma,  Chase Plaza  Tower,  4th Floor,  Jln.  Jend.  Sudirman,  Kav. 21,
Jakarta 12910,  Indonesia.  The Reporting  Person's  principal  occupation is as
chairman  of P.T.  Amanda  Granitkusuma,  whose  principal  address is set forth
above. P.T. Amanda  Granitkusuma's  principal business activity is the operation
of a granite  quarry and the  extraction  and  processing of granite  therefrom.
During the last five years,  the  Reporting  Person has not been  convicted in a
criminal proceeding  (excluding traffic violations or similar  misdemeanors) nor
has he been a party to a civil proceeding of a judicial or  administrative  body
of competent  jurisdiction  and as a result of such proceeding was or is subject
to a  judgement,  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

        The 143,500  shares of Common Stock of the Issuer were  purchased by the
Reporting   Person  for  an   aggregate   consideration   (including   brokerage
commissions) of approximately US$964,836.25.  Such purchases of shares of Common
Stock were made from December 30, 1996 through  January 3, 1997 in  conventional
brokerage  transactions on NASDAQ.  The Reporting Person acquired such shares of
the Common Stock of the Issuer by using his personal funds and  borrowings  from
his margin  account with his broker,  Prudential  Securities




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Incorporated (the "Broker").  Funds obtained by the Reporting Person through the
margin account have not at any time exceeded sixty percent (60%) of the value of
the shares of Common Stock of the Issuer purchased by the Reporting  Person. The
amount  of funds  borrowed through the margin account equaled US$4,560,718.06 as
at  January 3, 1997; however,  a payment of US$804,318 was made by the Reporting
Person  to  the  Broker  on  January  6,  1997,  reducing  such   borrowing   to
US$3,756,400.06 as at such date. All of the shares of Common Stock of the Issuer
held by the Reporting Person are held in his margin  account with the Broker and
are pledged as collateral to the Broker for the  repayment  of margin loans made
to the Reporting Person by the Broker. A copy of the  margin  account  agreement
between  the  Broker and the  Reporting  Person  is attached as Exhibit 1 to the
Original Schedule 13D.

Item 4.        Purpose Of Transaction

        The Reporting  Person has acquired his shares of the Common Stock of the
Issuer (the  "Securities")  for investment  purposes.  The Reporting  Person may
consider making additional purchases of shares of the Common Stock of the Issuer
in  open-market or private  transactions,  the extent of which  purchases  would
depend upon prevailing market or other conditions.  Alternatively, the Reporting
Person may sell all or a portion of his shares of Common  Stock of the Issuer in
open-market or private transactions, depending upon prevailing market conditions
or other factors.

        Except as otherwise  indicated above, the Reporting Person does not have
any plans or  proposals  which  relate to or would  result in any of the events,
actions  or  conditions   specified  in  paragraphs   (a)  through  (j)  of  the
instructions  to  Item 4 or any  similar  action  or  effect.  Nothing  in  this
Amendment No.1 to Schedule 13D shall be deemed to preclude the Reporting  Person
from developing or implementing any such plan or proposal in the future.

Item 5.        Interest In Securities Of The Issuer

        The Reporting Person has direct beneficial ownership of 1,056,000 shares
(approximately  7.08%) of the Common Stock of the Issuer.  The Reporting  Person
has the sole  power to vote or to direct  the vote and to  dispose or direct the
disposition of such 1,056,000 shares of the Common Stock of the Issuer.






        Since the filing of the  Amendment  No.1 to Schedule  13D, the following
transactions  were  effected in the Common Stock of the Issuer by the  Reporting
Person:



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<TABLE>
<CAPTION>

                          Nature            Number      Price (US$)
                          Of                Of          (Including
Date       Security       Transaction       Shares      Commission)
- ----       --------       -----------       ------      -----------
<S>        <C>            <C>               <C>         <C>
12/30/96   Common Stock   Purchase           5,000      US$6.8665
12/31/96   Common Stock   Purchase          14,500         6.6125
12/31/96   Common Stock   Purchase          38,400         6.5900
12/31/96   Common Stock   Purchase          10,000         6.4875
12/31/96   Common Stock   Purchase           2,100         6.4250
1/2/97     Common Stock   Purchase           6,000         7.0500
1/2/96     Common Stock   Purchase           5,000         6.9875
1/2/96     Common Stock   Purchase          12,500         6.9250
1/2/96     Common Stock   Purchase          16,000         6.8000
1/2/96     Common Stock   Purchase           9,000         6.6750
1/2/96     Common Stock   Purchase           4,000         6.5500
1/2/96     Common Stock   Purchase           4,000         6.4875
1/3/96     Common Stock   Purchase          17,000         7.0700

</TABLE>

        All of the above  transactions  were executed in conventional  brokerage
transactions on the NASDAQ.

Item  6.       Contracts, Arrangements, Understandings Or Relationships With
               Respect To Securities Of The Issuer

        There are no contracts,  arrangements,  understanding  or  relationships
(legal or  otherwise)  between the  Reporting  Person and any other  person with
respect to any  securities of the Issuer,  including but not limited to transfer
or voting of any of the  Securities,  finder's  fees,  joint  ventures,  loan or
option arrangements,  puts or calls, guarantees of profits,  division of profits
or losses, or the giving or withholding of proxies.

Item 7.        Materials To Be Filed As Exhibits

               None : See Original Schedule 13D



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                                    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 : 9 January, 1997

 /s/ANDYLA YASA
- --------------------------
Name : ANDYLA YASA





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