SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Perinchief Ann

(Last)

(First)

(Middle)

15010 NE 36TH STREET

(Street)

REDMOND

98052

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/30/2006

3. Issuer Name and Ticker or Trading Symbol
Eddie Bauer Holdings, Inc. [ EBHC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Retail

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,155	D
Restricted Stock Units⁽¹⁾	68,250	D
Restricted Stock Units⁽²⁾	22,425	I	Held by spouse.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option⁽³⁾	11/03/2005	11/03/2015	Common Stock	36,750	$23.37	D
Stock Option⁽⁴⁾	11/03/2005	11/03/2015	Common Stock	12,075	$23.37	I	Held by spouse.

Explanation of Responses:

1. Common stock underlying restricted stock units vest 1/3 per year; 22,750 on July 1, 2006, 22,750 on July 1, 2007 and 22,750 on July 1, 2008.

2. Common stock underlying restricted stock units held by Don Perinchief, spouse of Ann Perinchief. Vest 1/3 per year; 7,475 on July 1, 2006, 7,475 on July 1, 2007 and 7,475 on July 1, 2008.

3. Common stock underlying stock options vest 25% per year; 9,187 on November 3, 2005, 9,188 on November 3, 2006, 9,187 on November 3, 2007 and 9,188 on November 3, 2008.

4. Common stock underlying stock options held by Don Perinchief, spouse of Ann Perinchief. Vest 25% per year; 3,018 on November 3, 2005, 3,019 on November 3, 2006, 3,019 on November 3, 2007 and 3,019 on November 3, 2008.

	Shannon Brown	06/30/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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