UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549


                          SCHEDULE 13G

            Under the Securities Exchange Act of 1934

                       (Amendment No. _)*

                        BRASS EAGLE INC.
                        (Name of Issuer)

                  Common Stock, $.01 par value
                 (Title of Class of Securities)

                            10553F 10
                         (CUSIP Number)


*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 cover 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 ("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).


CUSIP N. 10553F 10 6

1.     NAME OF REPORTING PERSONS/
       I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

          Charter Oak Partners

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 of America

Number of      5.   SOLE VOTING POWER        -    3,674,474
Shares Bene-
   ficially    6.   SHARED VOTING POWER      -         0
Owned by
Each Report-   7.   SOLE DISPOSITIVE POWER   -    3,674,474
ing Person
  With         8.   SHARED DISPOSITIVE POWER -         0

9.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          3,674,474

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES

          N/A

11.    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

          50.7%

12.    TYPE OF REPORTING PERSON

        
Item 1(a).     Name of Issuer:

               Brass Eagle Inc.
               
Item 1(b).     Address of Issuer's Principal Executive Offices:

               1203A North Sixth Street
               Rogers, Arkansas  72756

Item 2(a).     Name of Person Filing:

               Charter Oak Partners

Item 2(b).     Address of Principal Business Office or, if none,
               Residence:

               10 Wright Street
               Westport, Connecticut  06877

Item 2(c).     Citizenship:

               United States of America

Item 2(d).     Title of Class of Securities:

               Common Stock, $.01 par value

Item 2(e).     CUSIP Number:

               10553F 10 6
                 
Item 3(a-h).   If this statement is filed pursuant to Rule 13d-1(b),
               or 13d-2(b), check whether the person filing is a:

               N/A

Item 4(a).     Amount Beneficially Owned:

               3,674,474

Item 4(b).     Percent of Class:

               50.7%

Item 4(c).     Number of shares as to which such person has:
                       
              (i)   sole power to vote or to direct the vote: 

                        3,674,474

              (ii)  shared power to vote or to direct the vote:

                         0
   
              (iii) sole power to dispose or to direct the
                    disposition of:

                    3,674,474

              (iv)  shared power to dispose or to direct the
                    disposition of:

                    0

Item 5.        Ownership of Five Percent or Less of a Class:

               N/A

Item 6.        Ownership of More than Five Percent on Behalf of
               Another Person:

               N/A
                 
Item 7.        Identification and Classification of the Subsidiary
               Which Acquired the Security Being Reported on By the Parent
               Holding Company:

               N/A
                 
Item 8.        Identification and Classification of Members of the
               Group:

               N/A
                 
Item 9.        Notice of Dissolution of Group:

               N/A

Item 10.       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.
           
Date:   February 16, 1999
                                   CHARTER OAK PARTNERS

                                   By: /S/ Jerry Fine

                                   Title: Managing Partner