UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Design Within Reach, Inc.

(Name of Issuer)

Common Stock, Par Value $0.001

(Title of Class of Securities)

250557105

(CUSIP Number)

Marc J. Leder
Rodger R. Krouse
Sun Capital Securities, LLC
5200 Town Center Circle, Suite 470
Boca Raton, Florida 33486
(561) 394-0550

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 19, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

The information required on 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).

SCHEDULE 13D

CUSIP No. 250557105 Page ______ of ______ Pages

	1.	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SCSF Equities, LLC

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
		(a)			o
		(b)			x

	3.	SEC USE ONLY

	4.	SOURCE OF FUNDS (See Instructions) OO

	5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

	6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7.	SOLE VOTING POWER 0 (See Item 5)

			8.	SHARED VOTING POWER 1,717,000 (See Item 5)

			9.	SOLE DISPOSITIVE POWER 0 (See Item 5)

			10.	SHARED DISPOSITIVE POWER 1,717,000 (See Item 5)

	11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,717,000 (See Item 5)

	12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o

	13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.0%

	14.	TYPE OF REPORTING PERSON (See Instructions) PN

SCHEDULE 13D

CUSIP No. 250557105 Page ______ of ______ Pages

	1.	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sun Capital Securities Offshore Fund, Ltd.

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
		(a)			o
		(b)			x

	3.	SEC USE ONLY

	4.	SOURCE OF FUNDS (See Instructions) OO

	5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

	6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7.	SOLE VOTING POWER 0 (See Item 5)

			8.	SHARED VOTING POWER 1,717,000 (See Item 5)

			9.	SOLE DISPOSITIVE POWER 0 (See Item 5)

			10.	SHARED DISPOSITIVE POWER 1,717,000 (See Item 5)

	11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,717,000 (See Item 5)

	12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o

	13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.0%

	14.	TYPE OF REPORTING PERSON (See Instructions) CO

SCHEDULE 13D

CUSIP No. 250557105 Page ______ of ______ Pages

	1.	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sun Capital Securities Fund, LP

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
		(a)			o
		(b)			x

	3.	SEC USE ONLY

	4.	SOURCE OF FUNDS (See Instructions) OO

	5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

	6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7.	SOLE VOTING POWER 0 (See Item 5)

			8.	SHARED VOTING POWER 1,717,000 (See Item 5)

			9.	SOLE DISPOSITIVE POWER 0 (See Item 5)

			10.	SHARED DISPOSITIVE POWER 1,717,000 (See Item 5)

	11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,717,000 (See Item 5)

	12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o

	13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.0%

	14.	TYPE OF REPORTING PERSON (See Instructions) PN

SCHEDULE 13D

CUSIP No. 250557105 Page ______ of ______ Pages

	1.	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sun Capital Securities Advisors, LP

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
		(a)			o
		(b)			x

	3.	SEC USE ONLY

	4.	SOURCE OF FUNDS (See Instructions) OO

	5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

	6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7.	SOLE VOTING POWER 0 (See Item 5)

			8.	SHARED VOTING POWER 1,717,000 (See Item 5)

			9.	SOLE DISPOSITIVE POWER 0 (See Item 5)

			10.	SHARED DISPOSITIVE POWER 1,717,000 (See Item 5)

	11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,717,000 (See Item 5)

	12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o

	13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.0%

	14.	TYPE OF REPORTING PERSON (See Instructions) PN

SCHEDULE 13D

CUSIP No. 250557105 Page ______ of ______ Pages

	1.	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sun Capital Securities, LLC

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
		(a)			o
		(b)			x

	3.	SEC USE ONLY

	4.	SOURCE OF FUNDS (See Instructions) OO

	5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

	6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7.	SOLE VOTING POWER 0 (See Item 5)

			8.	SHARED VOTING POWER 1,717,000 (See Item 5)

			9.	SOLE DISPOSITIVE POWER 0 (See Item 5)

			10.	SHARED DISPOSITIVE POWER 1,717,000 (See Item 5)

	11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,717,000 (See Item 5)

	12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o

	13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.0%

	14.	TYPE OF REPORTING PERSON (See Instructions) PN

SCHEDULE 13D

CUSIP No. 250557105 Page ______ of ______ Pages

	1.	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Marc J. Leder

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
		(a)			o
		(b)			x

	3.	SEC USE ONLY

	4.	SOURCE OF FUNDS (See Instructions) OO

	5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

	6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7.	SOLE VOTING POWER 0 (See Item 5)

			8.	SHARED VOTING POWER 1,717,000 (See Item 5)

			9.	SOLE DISPOSITIVE POWER 0 (See Item 5)

			10.	SHARED DISPOSITIVE POWER 1,717,000 (See Item 5)

	11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,717,000 (See Item 5)

	12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o

	13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.0%

	14.	TYPE OF REPORTING PERSON (See Instructions) IN

SCHEDULE 13D

CUSIP No. 250557105 Page ______ of ______ Pages

	1.	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Rodger R. Krouse

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
		(a)			o
		(b)			x

	3.	SEC USE ONLY

	4.	SOURCE OF FUNDS (See Instructions) OO

	5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

	6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7.	SOLE VOTING POWER 0 (See Item 5)

			8.	SHARED VOTING POWER 1,717,000 (See Item 5)

			9.	SOLE DISPOSITIVE POWER 0 (See Item 5)

			10.	SHARED DISPOSITIVE POWER 1,717,000 (See Item 5)

	11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,717,000 (See Item 5)

	12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o

	13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.0%

	14.	TYPE OF REPORTING PERSON (See Instructions) IN

This Amendment No. 2 hereby amends Amendment No. 1 to the Statement on Schedule 13D (the “Schedule 13D”) previously filed on June 19, 2006, by SCSF Equities, LLC, a Delaware limited liability company (“SCSF Equities”), Sun Capital Securities Offshore Fund, Ltd., a Cayman Islands corporation (“Sun Offshore Fund”), Sun Capital Securities Fund, LP, a Delaware limited partnership (“Sun Securities Fund”), Sun Capital Securities Advisors, LP, a Delaware limited partnership (“Sun Advisors”), Sun Capital Securities, LLC, a Delaware limited liability company (“Sun Capital Securities”), Marc J. Leder (“Leder”) and Rodger R. Krouse (“Krouse”) (collectively, the “Reporting Persons”) with respect to the Common Stock, par value $0.001 per share (the “Common Stock”) of Design Within Reach, Inc., a Delaware corporation (the “Issuer”) as follows:

Item 5. Interest in Securities of the Issuer.

(a) – (b) On June 19, 2006, the Reporting Persons purchased shares of the Common Stock increasing the total number of shares owned by the Reporting Persons to 1,717,000 shares of the Common Stock or approximately 12.0% of the Issuer’s outstanding Common Stock.

(c) Except for the transactions described herein and those referenced in Amendment No. 1 to the Schedule 13D filed on June 19, 2006, by SCSF Equities, there have been no other transactions in the securities of the Issuer effected by the Reporting Persons during the past 60 days. On June 19, 2006, the Reporting Persons purchased 100,000 shares of the Common Stock at $5.82 per share. The transactions were effected through trades in the open market on the NASDAQ Stock Exchange.

Item 7. Materials to be Filed as Exhibits.

Exhibit A Joint Filing Agreement, dated June 20, 2006, by and among each of the Reporting Persons.

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.

Dated: June 20, 2006	SCSF Equities, LLC

	By:	/S/ MARC J. LEDER
	Name:	Marc J. Leder
	Its:	Co-CEO

	Sun Capital Securities Offshore Fund, Ltd.

	By:	/S/ MARC J. LEDER
	Name:	Marc J. Leder
	Its:	Director

	Sun Capital Securities Fund, LP

	By:	Sun Capital Securities Advisors, LP
	Its:	General Partner

	By:	Sun Capital Securities, LLC
	Its:	General Partner
	By:	/S/ MARC J. LEDER
	Name:	Marc J. Leder
	Its:	Co-CEO

	Sun Capital Securities Advisors, LP

	By:	Sun Capital Securities, LLC
	Its:	General Partner
	By:	/S/ MARC J. LEDER
	Name:	Marc J. Leder
	Its:	Co-CEO

	Sun Capital Securities, LLC

	By:	/S/ MARC J. LEDER
	Name:	Marc J. Leder
	Its:	Co-CEO

		/S/ MARC J. LEDER
		Marc J. Leder

		/S/ RODGER R. KROUSE
		Rodger R. Krouse

SCHEDULE 13D JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.

Dated: June 20, 2006	SCSF Equities, LLC

	By:	/S/ MARC J. LEDER
	Name:	Marc J. Leder
	Its:	Co-CEO

	Sun Capital Securities Offshore Fund, Ltd.

	By:	/S/ MARC J. LEDER
	Name:	Marc J. Leder
	Its:	Director

	Sun Capital Securities Fund, LP

	By:	Sun Capital Securities Advisors, LP
	Its:	General Partner

	By:	Sun Capital Securities, LLC
	Its:	General Partner
	By:	/S/ MARC J. LEDER
	Name:	Marc J. Leder
	Its:	Co-CEO

	Sun Capital Securities Advisors, LP

	By:	Sun Capital Securities, LLC
	Its:	General Partner
	By:	/S/ MARC J. LEDER
	Name:	Marc J. Leder
	Its:	Co-CEO

	Sun Capital Securities, LLC

	By:	/S/ MARC J. LEDER
	Name:	Marc J. Leder
	Its:	Co-CEO

		/S/ MARC J. LEDER
		Marc J. Leder

		/S/ RODGER R. KROUSE
		Rodger R. Krouse

Under the Securities Exchange Act of 1934 (Amendment No. 2)*

Item 5. Interest in Securities of the Issuer.

Item 7. Materials to be Filed as Exhibits.

Under the Securities Exchange Act of 1934
(Amendment No. 2)*