SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* OAKTREE CAPITAL MANAGEMENT LLC (Last) (First) (Middle) 333 SOUTH GRAND AVENUE 28TH FLOOR (Street) LOS ANGELES CA 90071 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/15/2004	3. Issuer Name and Ticker or Trading Symbol FALCON PRODUCTS INC /DE/ [ FCP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (right to buy)	06/15/2004	06/15/2014	Common Stock	1,841,715	$0.02	I	See footnote(1)(2)(3)

1. Name and Address of Reporting Person* OAKTREE CAPITAL MANAGEMENT LLC (Last) (First) (Middle) 333 SOUTH GRAND AVENUE 28TH FLOOR (Street) LOS ANGELES CA 90071 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* OCM PRINCIPAL OPPORTUNITIES FUND II LP (Last) (First) (Middle) 333 SOUTH GRAND AVENUE 28TH FLOOR (Street) LOS ANGELES CA 90071 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The reporting person, Oaktree Capital Management, LLC ("Oaktree"), is a registered investment adviser under the Investment Advisers Act of 1940, as amended, acting as the general partner of OCM Principal Opportunities Fund II, L.P., a Delaware limited partnership ("OCM Fund").

2. The OCM Fund is the direct beneficial owner of the warrant. Oaktree disclaims beneficial ownership of the reported securities except to, the extent of its pecuniary interest therein. The filing of this Form 3 shall not be deemed an admission that Oaktree is the beneficial owner of any securities not held directly for its account for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.

3. Oaktree is a limited liability company mangaged by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, David Kirchheimer, Sheldon M. Stone, D. Richard Masson, Larry W. Keele, Stephen A. Kaplan, Russel S. Bernard, John W. Moon, Kevin L. Clayton and John B. Frank. Each of such persons may be deemed a beneficial owner of the securities listed herein by virtue of such status as members of Oaktree. Each such person disclaims beneficial ownership of the securities listed herein and the filing of this Form 3 shall not be construed as an admission that such person is the beneficial owner of any securities covered by this Form 3, except to the extent of any pecuniary interest therein.

	Oaktree Capital Management, LLC John B. Frank, Principal and General Counsel Jordon L. Kruse, Vice President	06/18/2004
	OCM Principal Opportunities Fund II, L.P. By: Oaktree Capital Management, LLC, its general partner John B. Frank, Principal and General Counsel Jordon L. Kruse, Vice President	06/18/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.