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

	SCHEDULE 13G
(Amendment No. 3)

	Under the Securities Exchange Act of 1934


	Eateries, Inc.
	(Name of Issuer)

	Common Stock, with par value $0.002
	(Title of Class of Securities)

	277851101
	(CUSIP Number)





Check the appropriate box to designate the rule pursuant to 
which this Schedule is filed:

    [X]  Rule 13d-1(b) 
    [ ]  Rule 13d-1(c) 
    [ ]  Rule 13d-1(d)

*The remainder of this cover page shall be filled out or 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 No. 277851101	SCHEDULE 13G	Page 2 of 7


1	Name of Reporting Person		Richard W. Koe
	IRS Identification No. of Above Person	

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

			5	Sole Voting Power

				1,055,200

	NUMBER OF	6	Shared Voting Power
	SHARES
	BENEFICIALLY			-0-
	OWNED BY EACH
	REPORTING	7	Sole Dispositive Power
	PERSON WITH
				1,055,200

		8	Shares Dispositive Power

				-0-

9	Aggregate Amount Beneficially Owned by each Reporting 
Person

	1,055,200

10	Check Box if the Aggregate Amount in Row (9) Excludes 
Certain Shares*	      [ ] 

11	Percent of Class Represented by Amount in Row 9

	26.7%

12	Type of Reporting Person*

	IN


CUSIP No. 277851101	SCHEDULE 13G	Page 3 of 7


1	Name of Reporting Person	Astoria Capital Management, Inc.
	IRS Identification No. of Above Person	94-3143169

2	Check the Appropriate Box if a Member of a Group
			(a)	[ ]
			(b)	[ ] 

3	SEC USE ONLY


4	Citizenship or Place of Organization

		California

			5	Sole Voting Power

				1,055,200

	NUMBER OF	6	Shared Voting Power
	SHARES
	BENEFICIALLY			-0-
	OWNED BY EACH
	REPORTING	7	Sole Dispositive Power
	PERSON WITH
				1,055,200

		8	Shares Dispositive Power

				-0-

9	Aggregate Amount Beneficially Owned by each Reporting 
Person

	1,055,200

10	Check Box if the Aggregate Amount in Row (9) Excludes 
Certain Shares*	      [ ] 

11	Percent of Class Represented by Amount in Row 9

	26.7%

12	Type of Reporting Person*

	CO, IA


CUSIP No. 277851101	SCHEDULE 13G	Page 4 of 7


Item 1(a).	Name of Issuer. 

	Eateries, Inc.

Item 1(b).	Address of Issuer's Principal Executive Offices. 

	3240 W. Britton Road, Suite 202, Oklahoma City, OK  73120.

Item 2(a).	Names of Persons Filing. 

	Richard W. Koe and Astoria Capital Management, Inc.

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

	The business address of Richard W. Koe and Astoria Capital 
Management, Inc. is 6600 SW Ninety-Second Avenue, Suite 370, 
Portland, OR  97223.

Item 2(c).	Citizenship. 

	Richard W. Koe is a United States citizen.  Astoria Capital 
Management, Inc. is a California corporation.  

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

	Common stock, par value of $.002

Item 2(e).	CUSIP Number. 

	277851101

Item 3.	If this statement is filed pursuant to 240.13d-1(b) 
or 240.13d-2(b) or (c), 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). 


CUSIP No. 277851101	SCHEDULE 13G	Page 5 of 7


(d)  [ ] Investment company registered under section 8 of the 
Investment Company act of 1940 (15 U.S.C. 80a-8).

(e)  [X] An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E) (with respect to Astoria Capital Management, 
Inc. only).

(f)  [ ] An employee benefit plan or endowment fund in 
accordance with 240.13d-1(b)(1)(ii)(F).

(g)  [X] A parent holding company or control person in 
accordance with 240.13b-1(b)(1)(ii)(G) (with respect to Richard 
W. Koe only).

(h)  [ ] A savings association as defined in Section 3(b) of 
the Federal Deposit Insurance Act (12 U.S.C. 1813).  

(i)  [ ] A church plan that is excluded form 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 240.13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Section 240.13d-1(c), 
check this box [ ]

Item 4.	Ownership. 

	Reference is made hereby made to Items 5-9 and 11 of pages 
two (2) and three (3) of this Schedule 13G, which Items are 
incorporated by reference herein.  




CUSIP No. 277851101	SCHEDULE 13G	Page 6 of 7


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.  

	Astoria Capital Management, Inc. is deemed to be the 
beneficial owner of the number of securities reflected in Item 
5-9 and 11 of page three (3) of this Schedule 13G pursuant to 
separate arrangements whereby it acts as investment adviser to 
certain persons, including Astoria Capital Partners, L. P., 
MicroCap Partners, L. P. and Montavilla Partners, L. P.  Each 
person for whom Astoria Capital Management, Inc. acts as 
investment adviser has the right to receive or the power to 
direct the receipt of dividends from, or the proceeds from the 
sale of, the 1,055,200 shares purchased or held pursuant to 
such arrangements.  Richard W. Koe is deemed to be the 
beneficial owner of the number of securities reflected in Items 
5-9 and 11 on page two (2) of this Schedule 13G pursuant to his 
ownership interest in Astoria Capital Management, Inc., Astoria 
Capital Partners, L. P. and Montavilla Partners, L. P.  

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.	Notice of Dissolution of Group. 

	Not applicable. 

Item 10.	Certification. 

(a)  By signing below, Astoria Capital Management, Inc. 
certifies that, to the best of its knowledge and belief, the 
securities referred to above on page three (3) of this Schedule 
13G were acquired and are held in the ordinary course of 
business and 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.  


CUSIP No. 277851101	SCHEDULE 13G	Page 7 of 7


(b) By signing below, Richard W. Koe  certifies that, to the 
best of his respective knowledge and believe, the securities 
referred to above on page two (2) of this Schedule 13G 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 their 
respective knowledge and belief, the undersigned certifies that 
the information set forth in this statement is true, complete 
and correct. 


DATED:	February 12, 1999

	RICHARD W. KOE



	/s/ Richard W. Koe
	________________________
	By:  Richard W. Koe


DATED:	February 12, 1999

	ASTORIA CAPITAL MANAGEMENT, INC.



	/s/ Richard W. Koe
	________________________
	By:  Richard W. Koe
	its: President