- Amended Statement of Ownership (SC 13G/A)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 2)

Under the Securities Exchange Act of 1934  

 

 

Eddie Bauer Holdings, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

071625107

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

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

o	Rule 13d-1(b)
x	Rule 13d-1(c)
o	Rule 13d-1(d)

* 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).

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CUSIP No. 071625107
	1.	Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) D. E. Shaw & Co., L.L.C. 13-3799946
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-
			6.		Shared Voting Power -0-
			7.		Sole Dispositive Power -0-
			8.		Shared Dispositive Power -0-
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person -0-
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
	11.	Percent of Class Represented by Amount in Row (9) 0%
	12.	Type of Reporting Person (See Instructions) OO

 

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CUSIP No. 071625107
	1.	Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) D. E. Shaw & Co., L.P. 13-3695715
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-
			6.		Shared Voting Power 357,813
			7.		Sole Dispositive Power -0-
			8.		Shared Dispositive Power 357,813
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 357,813
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
	11.	Percent of Class Represented by Amount in Row (9) 1.2%
	12.	Type of Reporting Person (See Instructions) IA, PN

 

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CUSIP No. 071625107
	1.	Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) David E. Shaw
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	o
		(b)	o
	3.	SEC Use Only
	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-
			6.		Shared Voting Power 357,813
			7.		Sole Dispositive Power -0-
			8.		Shared Dispositive Power 357,813

 

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 357,813
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
	11.	Percent of Class Represented by Amount in Row (9) 1.2%
	12.	Type of Reporting Person (See Instructions) IN

 

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Item 1.
(a)		Name of Issuer:
		Eddie Bauer Holdings, Inc.
(b)		Address of Issuer's Principal Executive Offices:
		10401 NE 8th Street, Suite 500 Bellevue, WA 98004
Item 2.
(a)		Name of Person Filing:
		D. E. Shaw & Co., L.L.C. D. E. Shaw & Co., L.P. David E. Shaw
(b)		Address of Principal Business Office or, if none, Residence:
		The business address for each reporting person is: 120 W. 45 th Street, Tower 45, 39 th Floor New York, NY 10036
(c)		Citizenship:
		D. E. Shaw & Co., L.L.C. is a limited liability company organized under the laws of the state of Delaware. D. E. Shaw & Co., L.P. is a limited partnership organized under the laws of the state of Delaware. David E. Shaw is a citizen of the United States of America.
(d)		Title of Class of Securities:
		Common Stock, $0.01 par value
(e)		CUSIP Number:
		071625107

  

Item 3.		If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
Not Applicable

Item 4.	Ownership
As of December 31, 2008:   (a) Amount beneficially owned:

 

D. E. Shaw & Co., L.L.C.:	-0- shares
D. E. Shaw & Co., L.P.:	357,813 shares This is composed of 357,813 shares in the name of D. E. Shaw Valence Portfolios, L.L.C.
David E. Shaw:	357,813 shares This is composed of 357,813 shares in the name of D. E. Shaw Valence Portfolios, L.L.C.

 

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(b) Percent of class:

	D. E. Shaw & Co., L.L.C.:	0%
	D. E. Shaw & Co., L.P.:	1.2%
	David E. Shaw:	1.2%

 

(c) Number of shares to which the person has:

 

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

	D. E. Shaw & Co., L.L.C.:	-0- shares
	D. E. Shaw & Co., L.P.:	-0- shares
	David E. Shaw:	-0- shares

 

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

	D. E. Shaw & Co., L.L.C.:	-0- shares
	D. E. Shaw & Co., L.P.:	357,813 shares
	David E. Shaw:	357,813 shares

 

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

	D. E. Shaw & Co., L.L.C.:	-0- shares
	D. E. Shaw & Co., L.P.:	-0- shares
	David E. Shaw:	-0- shares

 

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

	D. E. Shaw & Co., L.L.C.:	-0- shares
	D. E. Shaw & Co., L.P.:	357,813 shares
	David E. Shaw:	357,813 shares

 

David E. Shaw does not own any shares directly. By virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the managing member and investment adviser of D. E. Shaw Valence Portfolios, L.L.C., David E. Shaw 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 357,813 shares as described above constituting 1.2% of the outstanding shares and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 357,813 shares.

 

Item 5.	Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [X].
Item 6.	Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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
By signing below, each of D. E. Shaw & Co., L.L.C., D. E. Shaw & Co., L.P., and David E. Shaw certify that, to the best of such reporting person’s knowledge and belief, the securities referred to above 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 such purposes or effect.

 

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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. Powers of Attorney, dated October 24, 2007, granted by David E. Shaw in favor of Rochelle Elias, are attached hereto.

Dated: February 17, 2009

 

	D. E. Shaw & Co., L.L.C.
	By:	/s/  Rochelle Elias
		Rochelle Elias Chief Compliance Officer

 

	D. E. Shaw & Co., L.P.
	By:	/s/  Rochelle Elias
		Rochelle Elias Chief Compliance Officer

 

	David E. Shaw
	By:	/s/  Rochelle Elias
		Rochelle Elias Attorney-in-Fact for David E. Shaw

 

 

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