SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q / A

/X/      AMENDED QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended September 30, 1999.

OR

/  /    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For The Transition Period From ____ To

Commission File Number 0-23385

BRASS EAGLE INC.

(Exact name of registrant as specified in its charter)



|Delaware                          | 71-0578572            
|--------------------------------- | ----------------------
|(State or other jurisdiction      | ( I.R.S. Employer     
|of incorporation or organization) | Identification Number)

1201 S. E. 30th St., Bentonville, Arkansas 72712

(Address of principal executive offices) (zip code)

501-464-8700

(Registrant's telephone number, including area code)

Indicate by a check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to
file such reports) and (2) has been subject to such filing requirements for the past 90 days.  YesXNo___

The number of shares of the Registrant's Common Stock, $0.01 par value, outstanding as of October 28, 1999 was 7,248,479.





BRASS EAGLE INC.

FORM 10-Q / A

QUARTER ENDED SEPTEMBER 30, 1999

INDEX



|           |                                                                 
|---------- | ----------------------------------------------------------------
|Part I:    | Financial Information                                           
|           |                                                                 
|Item1.     | Condensed Financial Statements                                  
|           | Condensed Balance Sheets as of September 30,1999(unaudited) and 
|           | December 31, 1998                                               
|           |                                                                 
|           | Condensed Statements of Operations for the Three and Nine Months
|           | ended September 30, 1999 (unaudited) and September 30, 1998     
|           | (unaudited)                                                     
|           |                                                                 
|           | Condensed Statements of Cash Flows for the Nine Months Ended    
|           | September 30, 1999 (unaudited) and September 30,1998 (unaudited)
|           |                                                                 
|           | Notes to Condensed Financial Statements                         
|           |                                                                 
|Item 2.    | Management's Discussion and Analysis of Financial Condition and 
|           | Results of Operations                                           
|           |                                                                 
|Part II:   | Other Information                                               
|           |                                                                 
|Item 6.    | Exhibits and Reports on Form 8-K                                
|           |                                                                 
|Signatures |                                                                 

BRASS EAGLE INC.

This amended report was filed due to two typographical errors in the Condensed Statement of Cash Flows. A change was made in the Cash Flows from Investing Activities total line "Net cash from investing activities". The total for September
30, 1999 was changed from ($5,886) to ($8,886). Also a change was made in the "Net Change In Cash" for September 30, 1999 from $5,704 to ($5,704).

These were the only changes made in this amendment.



BRASS EAGLE INC.

PART I:    FINANCIAL INFORMATION

Item 1. - Financial Statements

CONDENSED BALANCE SHEETS

(In thousands except share data)

|                                     |                                           | SEPTEMBER 30, | DECEMBER 31,
|------------------------------------ | ----------------------------------------- | ------------- | ------------
|                                     |                                           | 1999          | 1998        
|                                     |                                           | (unaudited)   |             
|ASSETS                               |                                           |               |             
|Current assets                       |                                           |               |             
|                                     | Cash & cash equivalents                   | $    1,132    | $    6,836  
|                                     | Accounts receivable - less allowance      |               |             
|                                     | for doubtful accounts of $464 in 1999     |               |             
|                                     | and $ 479 in 1998                         | 17,844        | 18,271      
|                                     | Inventories                               | 13,246        | 5,607       
|                                     | Prepaid expenses and other current assets | 2,586         | 2,829       
|                                     | Total current assets                      | 34,808        | 33,543      
|Property and equipment, net          |                                           | 8,949         | 5,337       
|                                     |                                           |               |             
|Other assets                         |                                           |               |             
|                                     | Intangible assets, net                    | 6,751         | 2,550       
|                                     |                                           | $  50,508     | $  41,430   
|                                     |                                           | =======       | =======     
|LIABILITIES AND STOCKHOLDERS' EQUITY |                                           |               |             
|Current liabilities                  |                                           |               |             
|                                     | Accounts payable                          | $    4,577    | $    2,772  
|                                     | Accrued expenses                          | 4,135         | 4,171       
|                                     | Total current liabilities                 | 8,712         | 6,943       
|Deferred income taxes                |                                           | 405           | 213         
|Stockholders' equity                 |                                           |               |             
|                                     | common stock, $.01 par value, 10,000,000  |               |             
|                                     | shares authorized, issued and outstanding |               |             
|                                     | 7,248,479 in 1999, and 7,241,951 in 1998  | 72            | 72          
|                                     | Additional paid-in capital                | 25,750        | 25,667      
|                                     | Retained earnings                         | 15,569        | 8,535       
|                                     |                                           | 41,391        | 34,274      
|                                     |                                           | $  50,508     | $  41,430   
|                                     |                                           | =======       | =======     

See accompanying notes to condensed financial statements.



BRASS EAGLE INC

CONDENSED STATEMENTS OF OPERATIONS

(In thousands except share and per share data)



|                                     | THREE MONTHS ENDED | NINE MONTHS ENDED
|------------------------------------ | ------------------ | -----------------
|                                     | SEPTEMBER 30,      | SEPTEMBER 30,    
|                                     | 1999               | 1998             
|                                     | (unaudited)        | (unaudited)      
|                                     |                    |                  
|Net sales                            | $   15,141         | $   13,527       
|Cost of sales                        | 9,092              | 8,870            
|Gross profit                         | 6,049              | 4,657            
|                                     |                    |                  
|Operating expenses                   | 2,935              | 2,628            
|Operating income                     | 3,114              | 2,029            
|                                     |                    |                  
|Interest income / (expense)          | 41                 | 69               
|Income before income taxes           | 3,155              | 2,098            
|                                     |                    |                  
|Provision for income taxes           | 1,183              | 808              
|                                     |                    |                  
|Net income                           | $    1,972         | $    1,290       
|                                     | =======            | =======          
|Net income per share:                |                    |                  
|Basic                                | $     0.27         | $     0.18       
|Diluted                              | $     0.26         | $     0.17       
|                                     |                    |                  
|Weighted Average Shares Outstanding: |                    |                  
|Basic                                | 7,248,424          | 7,241,223        
|Diluted                              | 7,679,867          | 7,661,870        



See accompanying notes to condensed financial statements.







BRASS EAGLE INC.

CONDENSED STATEMENT OF CASH FLOWS

(In Thousands)

|                                                                          |                                       |          | NINE MONTHS ENDED
|------------------------------------------------------------------------- | ------------------------------------- | -------- | -----------------
|                                                                          |                                       |          | SEPTEMBER 30,    
|                                                                          |                                       |          | 1999             
|                                                                          |                                       |          | (Unaudited)      
|CASH FLOWS FROM OPERATING ACTIVITIES                                      |                                      
|Net income                                                                |                                       |          | $  7,034         
|Adjustments to reconcile net income to net cash from operating activities |                                      
|                                                                          | Deferred income taxes                 |          | (1)              
|                                                                          | Depreciation and amortization         |          | 1,028            
|                                                                          | Provision for doubtful accounts       |          | 98               
|                                                                          | Stock Compensation Expense            |          | 24               
|Changes in assets and liabilities                                         |                                      
|                                                                          | Accounts receivable                   |          | 329              
|                                                                          | Inventories                           |          | (7,594)          
|                                                                          | Prepaid expenses and other assets     |          | 436              
|                                                                          | Accounts payable and accrued expenses |          | 1,769            
|                                                                          | Due from affiliate                    |          | 0                
|Net cash from operating activities                                        | 3,123                                 | (290)   
|CASH FLOWS FROM INVESTING ACTIVITIES                                      |                                       |         
|Purchases of property and equipment                                       | (3,886)                               | (4,757) 
|Acquisition of C. M. Support                                              | (5,000)                               | 0       
|Net proceeds from investments                                             | 0                                     | 12,659  
|Distribution to Daisy                                                     | 0                                     | (2,737) 
|Net cash from investing activities                                        | (8,886)                               | 5,165   
|CASH FLOWS FROM FINANCING ACTIVITIES                                      |                                       |         
|Payments on long-term debt                                                | 0                                     | (306)   
|Common stock issuance                                                     | 59                                    | (103)   
|Net cash from financing activities                                        | 59                                    | (409)   
|                                                                          |                                       |         
|NET CHANGE IN CASH                                                        | (5,704)                               | 4,466   
|CASH AT BEGINNING OF PERIOD                                               | 6,836                                 | 504     
|CASH AT END OF PERIOD                                                     | $  1,132                              | $  4,970
|                                                                          | ======                                | ======  
|                                                                          |                                       |         
|Supplemental disclosures of cash flow information                         |                                       |         
|                                                                          | Cash paid during the year for:        |          |                  
|                                                                          | Interest                              |          | $      0         
|                                                                          | Taxes                                 |          | 4,246            

See accompanying notes to condensed financial statements.

BRASS EAGLE INC.

Notes to Condensed Financial Statements

(All information for the three and nine month periods ended September 30, 1999 and

1998 is unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies and practices followed by Brass Eagle are as follows:

Description of Business:  Brass Eagle Inc. is a leading manufacturer of paintball markers and other paintball products. Brass Eagle sells its products through both major national domestic retailers and foreign distributors. The
financial statements have been prepared using certain estimates and allocations (see below) and include only the accounts of Brass Eagle.

Interim Results:  The accompanying condensed balance sheet at September 30, 1999 and the condensed statement of operations for the three and nine month periods ended September 30, 1999 and 1998 and condensed statement of cash flows for
the nine month periods ended September 30, 1999 and 1998 are unaudited. In the opinion of management, these statements have been prepared on the same basis as the audited financial statements and include all adjustments, consisting of only normal recurringnecessary for the fair presentation of the results of the interim periods. The results of operations for the three and nine month periods ended September 30, 1999 are not necessarily indicative of the results expected for the full calendar year. Because
all of the disclosures required by generally accepted accounting principles are not included, these interim statements should be read in conjunction with the financial statements and notes thereto contained in the Brass Eagle's 1998 Annual Report.

NOTE 2 - INVENTORIES

Inventories consist of the following components (in thousands):

|               | September 30, | December 31,
|-------------- | ------------- | ------------
|               | 1999          | 1998        
|               |               |             
|Finished goods | $ 9,531       | $ 3,131     
|Raw materials  | 3,715         | 2,476       
|               | $13,246       | $ 5,607     
|               | ======        | =====       

NOTE 3 - ACQUISITION

On January 4, 1999, Brass Eagle acquired certain assets of C. M. Support, Inc. of Dallas, Texas for $5.0 million in cash. The assets acquired were patents, trademarks, fixed assets and inventory. The acquisition was accounted for as a purchase with
approximately $4.6 million allocated to intangible assets and $.4 million allocated to fixed assets and inventory.

NOTE 4 - RELATED PARTY TRANSACTIONS

Brass Eagle purchases certain raw material requirements from a company related through common ownership. Purchases from this company were $485,000 and $987,000 for the three and nine months ended September 30, 1999. In addition, Brass Eagle paid $0
and $268,000 for tooling to this company during the three and nine months ended September 30, 1999. Brass Eagle did not purchase from the related party prior to 1999.

NOTE 5 - SUBSEQUENT EVENT

On November 1, 1999 Brass Eagle entered into an agreement to form Challenge Park Xtreme, LLC, an Arkansas limited liability company. The purpose of the co-venture is to own, construct and operate facilities for extreme sports recreation. Brass
Eagle has committed to a $5.0 million equity investment for a controlling interest.



Item 2. -  Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the accompanying condensed financial statements for the three and nine month periods ended September 30, 1999 and September 30, 1998 and the 1998 Annual Report.

Special Note Regarding Forward-Looking Statements

Certain statements in this filing and in other filings by Brass Eagle with the Securities and Exchange Commission and in press releases, presentations by Brass Eagle or its management and oral statements may
constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may include statements regarding Brass Eagle's financial position, results of operations, market position, product
development, re

(1) Intensifying competition, including specifically the intensification of price competition, the entry of new competitors and the introduction of new products by new and existing competitors

(2) Failure to obtain new customers or retain existing customers

(3) Inability to carry out marketing and sales plans

(4) Loss of key executives

(5) General economic and business conditions which are less favorable than expected

(6) Unanticipated changes in industry trends.



YEAR 2000

As is true for most companies, the Year 2000 computer issue could create a risk for Brass Eagle Inc. If systems do not correctly recognize date information when the year changes to 2000, there could be an adverse impact on Brass Eagle's operations.
The risk for Brass Eagle exists in the following areas: systems used by Brass Eagle to run its business, systems used by Brass Eagle's suppliers and systems used by Brass Eagle's customers and service providers.

Brass Eagle conducted a comprehensive inventory and evaluation of its systems. Brass Eagle's information technology infrastructure consists of a business enterprise resource planning system, departmental workstations, application servers, and a network
system that links all systems at each location. It is important to Brass Eagle's operations that these computer systems are compliant. Brass Eagle also has several non-information technology systems that use dates electronically that have been reviewed for

At present, all application and departmental servers have been tested, 100% of networking infrastructure has been certified and the enterprise resource planning Unix server has been upgraded.

During 1997, Brass Eagle upgraded its primary business enterprise system to a version that is Year 2000 compliant. Brass Eagle completed comprehensive, full system testing in the fourth quarter of 1998. The underlying database and raw data have been
either modified to support four digit years or the application has been modified and tested to support correct date calculations using two digit years.

Brass Eagle has also contacted its critical suppliers to determine that the suppliers' operations and the products and services they provide are Year 2000 compliant. Where practicable, Brass Eagle will attempt to mitigate its risks with respect to the
failure of suppliers to be Year 2000 ready. The vendors that Brass Eagle considers to be critical to its business have responded and Brass Eagle is satisfied with their plans to operate without interruption into the next century. In the event that
suppliers

Brass Eagle's financial institution has provided reasonable assurance of Year 2000 operational compliance. While we can not guarantee the performance of outside parties, we will continue to monitor their state of readiness, and if necessary seek an
alternative financial institution.

Brass Eagle sent questionnaires to several customers and is satisfied by their responses. Brass Eagle has tested Electronic Data Interchange order receipt and invoicing for key customers.

Brass Eagle has certified all external providers of mission critical services. These services include telecommunications, security and electrical. Brass Eagle does not expect any issue with respect to Year 2000 concerns that will lead to significant
service interruptions.

Since Brass Eagle is a relatively new company, most of its computer equipment and software is Year 2000 certified. The external cost for Brass Eagle, in its efforts to become Year 2000 compliant in 1998, was approximately $35,000. The internal cost of
Year 2000 compliance is not measured by Brass Eagle. No significant costs relating to Year 2000 compliance have been incurred through September and none are anticipated for the remainder of 1999.

Management believes its actions to be sufficient for Year 2000 remediation. However, management plans to monitor all critical systems at the change of the millenium and other critical dates in order to promptly respond to any systems issues which may
arise.



RESULTS OF OPERATIONS

The following table sets forth operations data as a percentage of sales for the periods indicated:

|                   | Three Months Ended | Nine Months Ended
|------------------ | ------------------ | -----------------
|                   | September 30,      | September 30,    
|                   | 1999               | 1998             
|Sales              | 100.0%             | 100.0%           
|Cost of sales      | 60.0%              | 65.6%            
|Gross profit       | 40.0%              | 34.4%            
|Operating expenses | 19.4%              | 19.4%            
|Operating income   | 20.6%              | 15.0%            
|Net income         | 13.0%              | 9.5%             
|                   |                    |                  



THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 1998

Sales.  Sales increased by 11.9% to $15.1 million for the three months ended September 30, 1999 compared to $13.5 million in the three months ended September 30, 1998. The increase in sales was primarily due to sales of accessories
from the Viewloader product-line acquisition and certain markers. Primarily all of the $1.6 million increase in sales was due to an increase of volume.

Domestic sales increased by 10.0% to $14.3 million (or 94.5% of sales) for the three months ended September 30, 1999 from $13.0 million (or 95.8% of sales) for the three months ended September 30, 1998. International sales increased by 48.8% to
$838,000 (5.5% of sales) for the three months ended September 30, 1999 from $563,000 (or 4.2% of sales) for the three months ended September 30, 1998. The increase in international sales was primarily due to increased sales to Canadian customers and a
European dis

Gross Profit.  Gross profit as a percentage of net sales increased to 40.0% for the three months ended September 30, 1999 as compared to 34.4% for the three months ended September 30, 1998. This increase was in part due to the Brass
Eagle paintball production facility start-up costs of $376,000 being included in the gross profit for the three months ended September 30, 1998 with no such costs included for the three months ended September 30, 1999. Brass Eagle also achieved a
favorable ra

Operating Expenses.  Operating expenses increased by 11.5% to $2.9 million in the three months ended September 30, 1999 compared to $2.6 million in the three months ended September 30, 1998. The increase of $.3 million was primarily
due to increased distribution costs and additional amortization associated with acquiring certain assets from C. M. Support, and retail store expenses offset by decreased product development cost.

Operating Income.  Operating income increased by 55.0% to $3.1 million in the three months ended September 30, 1999 as compared to $2.0 million in the three months ended September 30, 1998. The increase was primarily due to increased
sales and improved gross profit percentages.

Interest.  Brass Eagle recorded interest income of $41,000 in the three months ended September 30, 1999 as compared to interest income of $69,000 in the three months ended September 30, 1998. The change was primarily due to a reduction
of cash in short-term investments associated with funds expended to build and equip Brass Eagle's new paintball facility completed during 1998 and the acquisition of certain assets from C. M. Support in January 1999.

Income Tax Rate.  Brass Eagle'seffective federal and state income tax rate was 37.5% in the three months ended September 30, 1999 and 38.5% in the three months ended September 30, 1998. The decrease in the income tax rate is
due to Brass Eagle qualifying for certain Missouri enterprise zone tax credits.



NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 1998

Sales.  Sales increased by 6.0% to $51.6 million for the first nine months of 1999 compared to $48.7 million for the first nine months of 1998. The increase in sales of $2.9 million was due to an increase of $4.1 million in volume
offset by a $1.2 million decrease in price. The increase in volume was primarily due to sales of accessories from the Viewloader product-line acquisition and increased sales of certain markers. The decrease in price was primarily a decrease in the average
s

Domestic sales increased by 3.6% to $49.3 million (or 95.5% of sales) for the nine months ended September 30, 1999 from $47.6 million (or 97.7% of sales) for the nine months ended September 30, 1998. International sales increased by 109.1% to $2.3
million (or 4.5% of sales) for the nine months ended September 30, 1999 from $1.1 million (or 2.3% of sales) for the nine months ended September 30, 1998. International sales increased primarily because of increased sales to Canadian customers and a
European di

Gross profit  Gross profit as a percentage of net sales increased to 41.1% for the first nine months of 1999 compared to 35.7% for the first nine months of 1998. This increase was primarily due to Brass Eagle generating a favorable raw
material purchase price variance by obtaining volume discounts and resourcing certain requirements. For the nine months ended September 30, 1998 Brass Eagle included $667,000 for the paintball production facility start-up costs in gross profit with no such

Operating expenses.  Operating expenses increased by 8.6% to $10.1 million the first nine months of 1999 compared to $9.3 million in the first nine months of 1998. This represented an increase from 19.2% of sales to 19.6% of sales as a
result of increased distribution and product development cost, additional amortization associated with acquiring certain assets from C. M. Support in January, 1999 and expenses to operate the retail store, which opened in November 1998. These increases wer

Operating income.  Operating income increased by 38.8% to $11.1 million in the first nine months of 1999 compared to $8.0 million in the first nine months of 1998. The increase was primarily due to increased sales and improved gross
profit percentages.

Interest.  Brass Eagle recorded interest income of $161,000 in the first nine months of 1999 compared to interest income of $300,000 in the first nine months of 1998. The change was primarily due to a reduction of cash in short-term
investment associated with funds expended to build and equip Brass Eagle's new paintball facility completed during 1998 and the acquisition of certain assets from C. M. Support in January 1999.

Income tax rate.  Brass Eagle's effective federal and state income tax rate was 37.5% in the first nine months ended September 30, 1999 and 38.4% for the first nine months ended September 30, 1998. The decrease in the income tax rate
is due to Brass Eagle qualifying for certain Missouri enterprise zone tax credits.





Liquidity and Capital Resources

At September 30, 1999 Brass Eagle had working capital of $26.1 million. Brass Eagle has in place a $10 million line of credit with Bank of America. Brass Eagle is planning capital expenditures of approximately $0.2 million for the remainder of 1999
for the expansion and improvement of manufacturing capacity.

Brass Eagle believes that funds generated from operations, together with borrowings under the credit facility, will be adequate to meet its anticipated cash requirements for at least the next 18 months. Brass Eagle may, when and if the opportunity
arises, acquire or participate in other businesses or ventures involved in activities or having product lines that are compatible with those of Brass Eagle or pursue the vertical integration of production capabilities for one or more of Brass Eagle's
products w
chased from third parties. The capital expenditures that would be associated with any such activities that would occur in the future would be funded with available cash and cash equivalents, borrowings from the credit facility, working capital, or a
combination of these sources. The $5.0 million commitment to form Challenge Park Xtreme will be funded from available cash and borrowings from the credit facility.

Net cash provided by operating activities for the nine months ended September 30, 1999 was $3.1 million, which consisted primarily of net income of $7.0 million, depreciation and amortization expense of $1.0, less net decrease in accounts receivable of
$427,000, an increase in accounts payable and accrued expenses and prepaid expenses of $2.2 million and an increase in inventory of $7.6 million. Approximately $2.9 million of the increase in inventory is the result of a build up of inventory for orders bo

Net cash used in investing activities was $8.9 million for the nine months ended September 30, 1999. Brass Eagle used $5.0 million to purchase certain assets of C. M. Support, and $3.9 million was used to fund other capital expenditures.

Net cash provided by financing activities was $59,000 in the nine months ended September 30, 1999, due to issuance of common stock.

Item 6.  Exhibits and Reports on Form 8-K

The following exhibits are filed with this Report or are incorporated herein by reference to previously filed material:

(a)  Exhibits

|Exhibit  |                                                                                                                                                                                                                                                                                                  
|-------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number   | Description of Document                                                                                                                                                                                                                                                                          
|         |                                                                                                                                                                                                                                                                                                  
|10 (i)   | First Amendment to Lease Agreement between Ozark Terminal, Inc. and Registrant dated September 14, 1999 (Lease Agreement incorporated by reference to Exhibit 10 (vii) to Form 10-K for the year ended December 31, 1997, in 0-23385)                                                            
|         |                                                                                                                                                                                                                                                                                                  
|10 (ii)  | Amendment to Lease Agreement between Granby Apparel, Inc. and Registrant dated October 7,1999 (Lease Agreement incorporated by reference to Exhibit 10 (vi) to Registration Statement No. 333-36179)                                                                                             
|         |                                                                                                                                                                                                                                                                                                  
|10 (iii) | Distributor Agreement between Goldcaps, Inc. and Brass Eagle dated April 1, 1998 (Distributor Agreement, with confidential portions omitted and filed separately with the Commission, incorporated by reference to Exhibit 10 (iii) to Form 10-Q for the
quarter ended June 30, 1998, in 0-23385)
|         |                                                                                                                                                                                                                                                                                                  
|11       | Statement of Computation of Earnings Per Share                                                                                                                                                                                                                                                   
|         |                                                                                                                                                                                                                                                                                                  
|27       | Financial Data Schedule                                                                                                                                                                                                                                                                          
|         |                                                                                                                                                                                                                                                                                                  

______________________________________________________________________________



(b)  Reports on Form 8-K:

The Company filed a current report on Form 8-K dated November 10, 1999 disclosing the forming of a limited liability company called Challenge Park Xtreme, LLC and the retention of McDonald Investments Inc. to assist in exploring strategic initiatives.



Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

|                        | Brass Eagle Inc.                                                                                
|----------------------- | ------------------------------------------------------------------------------------------------
|                        |                                                                                                 
|Date:  December 1, 1999 | By:  /s/  J. R. Brian Hanna                                                                     
|                        | J. R. Brian Hanna                                                                               
|                        | Vice President-Finance and Chief Financial Officer and Treasurer                                
|                        | (on behalf of the Registrant and as the Registrant's principal Financial and Accounting Officer)





BRASS EAGLE INC.



EXHIBIT INDEX

The following exhibits are filed with this Report or are incorporated herein by reference to previously filed material:

|NUMBER   | DESCRIPTION OF DOCUMENT                                                                                                                                                                                                                                                                          
|-------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                                                                                                                                                                  
|10 (i)   | First Amendment to Lease Agreement between Ozark Terminal, Inc. and Registrant dated September 14, 1999 (Lease Agreement incorporated by reference to Exhibit 10 (vii) to Form 10-K for the year ended December 31, 1997, in 0-23385)                                                            
|         |                                                                                                                                                                                                                                                                                                  
|10 (ii)  | Amendment to Lease Agreement between Granby Apparel, Inc. and Registrant dated October 7,1999 (Lease Agreement incorporated by reference to Exhibit 10 (vi) to Registration Statement No. 333-36179)                                                                                             
|         |                                                                                                                                                                                                                                                                                                  
|10 (iii) | Distributor Agreement between Goldcaps, Inc. and Brass Eagle dated April 1, 1998 (Distributor Agreement, with confidential portions omitted and filed separately with the Commission, incorporated by reference to Exhibit 10 (iii) to Form 10-Q for the
quarter ended June 30, 1998, in 0-23385)
|         |                                                                                                                                                                                                                                                                                                  
|11       | Statement of Computation of Earnings Per Share                                                                                                                                                                                                                                                   
|         |                                                                                                                                                                                                                                                                                                  
|27       | Financial Data Schedule                                                                                                                                                                                                                                                                          
|         |                                                                                                                                                                                                                                                                                                  

BRASS EAGLE INC.

Exhibit 10 (i)

FIRST AMENDMENT TO LEASE AGREEMENT

THIS FIRST AMENDMENT ("Amendment") is made as of September 14, 1999, between OZARK TERMINAL, INC., a Missouri corporation ("Landlord") and BRASS EAGLE, INC., a Delaware corporation ("Tenant").

RECITALS

1. Landlord and Tenant entered into a Lease Agreement dated as of December 9, 1997 (the "Lease") by which Landlord leased to Tenant certain space within the Ozark Terminal facility (the "Facility") located at Lime Kiln Road,
Neosho, Newton County, Missouri.
2. Tenant is currently occupying under the Lease approximately 40,000 square feet of warehouse space located in Area 4 of the Facility within which Tenant has constructed certain offices and restrooms covering approximately 2,400 square feet of that
warehouse space (the "Office Area").
3. Tenant wishes to (iv) vacate all but 7,040 square feet of space located in Area 4 (the retained space to include the Office Area), (ii) to lease and occupy approximately 50,325 square feet of warehouse space in Area 3 of the Facility, and (iii) to
extend the Term of the Lease.
4. Landlord and Tenant desire to amend the Lease to provide for the leasing of the substitute warehouse space in Area 3 and to extend the Term of the Lease.

THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth in this Amendment and in the Lease, Landlord and Tenant agree as follows:

1. The paragraph entitled "Premises" in Section 1 of the Lease is hereby deleted in its entirety and replaced with the following:
2. Exhibit B attached to the Lease is hereby replaced by Exhibit B attached to this Amendment.
3. The Expiration Date of "December 31, 1999" set forth in the paragraph entitled "Term" in Section 1 of the Lease is hereby deleted and in its place is substituted "December 31, 2004".
4. The paragraph entitled "Rent" in Section 1 of the Lease is hereby deleted in its entirety and replaced with the following:
5. Landlord shall have no obligation to make any improvements to the Premises to accommodate Tenant's use and possession of the same. Tenant is authorized, at its sole cost, to add new lighting to the Warehouse Space located in Area 3.
6. "Tenant's pro rata share", as defined in Section 10 of the Lease, is changed from 5.8% to 8.3%.
7. The following provision shall be added to the end of Section 15 of the Lease:
8. The current Section 41 of the Lease is hereby deleted in its entirety and replaced with the following new Section 41:

1. OPTION TO RENEW

1. Tenant may exercise the option by giving Landlord written notice at least four (4) months prior to the expiration of the Term. If such notification is not given, this option shall automatically expire.
2. All of the provisions and conditions of this Lease, except where specifically modified by this option, shall apply.
3. Upon the exercise of this option, the term "Expiration Date" shall mean the last day of the renewal term.
4. The monthly Rent for each month during the renewal term shall equal the fair market rental value of the Premises as of the first day of the renewal term, assuming that no leasehold improvements or alterations to the Premises need to be made and taking
into consideration the Permitted Use of the Premises. If the parties cannot agree as to the fair market rental value of the Premises within thirty (30) days prior to the beginning of the renewal term, the fair market rental value (as described above) shall
5. All terms and provisions of the Lease not inconsistent or in conflict with the terms of this Amendment shall remain in full force and effect.