SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                        ________________

                          SCHEDULE 13G/A
                        ________________

     INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
            UNDER THE SECURITIES EXCHANGE ACT OF 1934

                       (AMENDMENT NO. 2)*

                  Education Alternatives, Inc.
                        (NAME OF ISSUER)

                  Common Stock, $.01 par value
                 (TITLE OF CLASS OF SECURITIES)

                           28139B 10 0
                         (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).

                       PAGE 1 OF 5 PAGES



                               13G

CUSIP No.  28139B 10 0
_____________________________________________________________________________
     (1)  NAME OF REPORTING PERSON 
          S.S. OR I.R.S. IDENTIFICATION NO. 
          OF ABOVE PERSON 
          Ardsley Advisory Partners
_____________________________________________________________________________
     (2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** 
                                                                    (a)  [ ] 
                                                                    (b)  [x] 
_____________________________________________________________________________
     (3)  SEC USE ONLY 

_____________________________________________________________________________
     (4)  CITIZENSHIP OR PLACE OF ORGANIZATION 
          Connecticut
_____________________________________________________________________________

NUMBER OF      (5)  SOLE VOTING POWER 
                    0
SHARES         ______________________________________________________________

BENEFICIALLY   (6)  SHARED VOTING POWER
                    1,120,000
OWNED BY       ______________________________________________________________

EACH           (7)  SOLE DISPOSITIVE POWER 
                    0
REPORTING      ______________________________________________________________

PERSON WITH    (8)  SHARED DISPOSITIVE POWER 
                    1,120,000
_____________________________________________________________________________
     (9)  AGGREGATE AMOUNT BENEFICIALLY OWNED
          BY EACH REPORTING PERSON 
               1,120,000
_____________________________________________________________________________
    (10)  CHECK BOX IF THE AGGREGATE AMOUNT 
          IN ROW (9) EXCLUDES CERTAIN SHARES **                          [ ] 
_____________________________________________________________________________
    (11)  PERCENT OF CLASS REPRESENTED 
          BY AMOUNT IN ROW (9)           
          15.0%
_____________________________________________________________________________
    (12)  TYPE OF REPORTING PERSON **
          IA
_____________________________________________________________________________
             ** SEE INSTRUCTIONS BEFORE FILLING OUT!

                        PAGE 2 OF 5 PAGES



                               13G

CUSIP No.  28139B 10 0
_____________________________________________________________________________
     (1)  NAME OF REPORTING PERSON 
          S.S. OR I.R.S. IDENTIFICATION NO. 
          OF ABOVE PERSON 
          Philip J. Hempleman 
_____________________________________________________________________________
     (2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** 
                                                                    (a)  [ ] 
                                                                    (b)  [x] 
_____________________________________________________________________________
     (3)  SEC USE ONLY 

_____________________________________________________________________________
     (4)  CITIZENSHIP OR PLACE OF ORGANIZATION 
          United States
_____________________________________________________________________________

NUMBER OF      (5)  SOLE VOTING POWER 
                    0
SHARES         ______________________________________________________________

BENEFICIALLY   (6)  SHARED VOTING POWER
                    1,120,000
OWNED BY       ______________________________________________________________

EACH           (7)  SOLE DISPOSITIVE POWER 
                    0
REPORTING      ______________________________________________________________

PERSON WITH    (8)  SHARED DISPOSITIVE POWER 
                    1,120,000
_____________________________________________________________________________
     (9)  AGGREGATE AMOUNT BENEFICIALLY OWNED
          BY EACH REPORTING PERSON 
               1,120,000
_____________________________________________________________________________
    (10)  CHECK BOX IF THE AGGREGATE AMOUNT 
          IN ROW (9) EXCLUDES CERTAIN SHARES **                          [ ] 
_____________________________________________________________________________
    (11)  PERCENT OF CLASS REPRESENTED 
          BY AMOUNT IN ROW (9)           
          15.0%
_____________________________________________________________________________
    (12)  TYPE OF REPORTING PERSON **
          IN
_____________________________________________________________________________
             ** SEE INSTRUCTIONS BEFORE FILLING OUT!

                        PAGE 3 OF 5 PAGES



          The Schedule 13G initially filed for the year ended December 31,
1994 of (i) Ardsley Advisory Partners and (ii) Philip J. Hempleman relating to
the common stock, par value of $.01 per share (the "Common Stock"), issued by
Education Alternatives, Inc. (the "Company") is hereby amended by this
Amendment No. 2 to the Schedule 13G as follows:

ITEM 4.   OWNERSHIP.

          Item 4 is hereby replaced in its entirety by the following:

          (a)  Amount beneficially owned:  1,120,000

          (b)  Percent of class:

          15.0% (based on the 7,488,970 shares of Common Stock reported to
          be outstanding as of October 31, 1996, as reflected in the
          Company's quarterly report on Form 10-Q filed with the Securities
          and Exchange Commission by the Company for the quarter ended
          September 30, 1996.)

          (c)  Number of shares as to which such person has:

               (i)  Sole power to vote or to direct the vote
                    0

               (ii) shared power to vote or to direct the vote
                    1,120,000

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

               (iv) shared power to dispose or to direct the disposition
                    of 1,120,000

          By virtue of Mr. Hempleman's position as managing partner of
Ardsley Advisory Partners, a Connecticut general partnership ("Ardsley"),
Mr. Hempleman may be deemed to have the shared power to vote or direct
the vote of, and the shared power to dispose or direct the disposition of, the 
1,120,000 shares of Common Stock of the Company held by the discretionary
accounts managed by Ardsley and Mr. Hempleman (including accounts of certain 
clients, including investment partnerships for which (i) Ardsley serves as the 
management company and (ii) a general partnership comprised of the partners 
that comprise Ardsley serves as general partner, the "Discretionary Accounts"), 
constituting 15.0% of the 7,488,970 shares of Common Stock outstanding as of 
October 31, 1996, as reflected in the quarterly report of the Company on Form 
10-Q filed with the Securities and Exchange Commission by the Company for the
quarter ended September 30, 1996, and, therefore, Mr. Hempleman may be deemed
to be the beneficial owner of such Common Stock.





ITEM 6.   OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

          Item 6 is hereby replaced in its entirety by the following:

          This Schedule 13G is filed by Ardsley, which is an investment
adviser registered under Section 203 of the Investment Advisers Act of 1940,
as amended, with respect to the 1,120,000 shares of Common Stock held at
December 31, 1996 by the Discretionary Accounts managed by Ardsley and 
Mr. Hempleman.

          By reason of the provisions of Rule 13d-3 under the Act, Ardsley
and Mr. Hempleman may each be deemed to own beneficially the shares of Common 
Stock owned by the Discretionary Accounts.  Each client for whose account 
Ardsley had purchased Common Stock has the right to receive or the power to 
direct the receipt of dividends from, or the proceeds from the sale of, such
Common Stock purchased for his account.  No such client has any of the 
foregoing rights with respect to more than five percent of the class of 
securities identified in Item 2(d).  There is no agreement or understanding 
among such persons to act together for the purpose of acquiring, holding, 
voting or disposing of any such securities.

          To the knowledge of Ardsley, no other person has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, a number of such Common Stock which represents more than
five percent of the number of outstanding shares of Common Stock.


                        PAGE 4 OF 5 PAGES





ITEM 10.  CERTIFICATION.  (if filing pursuant to Rule 13d-1(b))

          By signing below Ardsley Advisory Partners and Philip J. Hempleman
certify that, to the best of their knowledge and belief, the securities
referred to above were acquired in the ordinary course of business, were not
acquired for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were not acquired
in connection with or as a participant in any transaction having such purposes
or effect.



                            SIGNATURE

          After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.




                              February 6, 1997



                              /S/ PHILIP J. HEMPLEMAN
                              Philip J. Hempleman, as
                              Managing Partner of 
                              Ardsley Advisory Partners




                              /S/ PHILIP J. HEMPLEMAN
                              Philip J. Hempleman


                        PAGE 5 OF 5 PAGES