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

                                 SCHEDULE 13G/A

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

                                Brookstone, Inc.
                                (Name of Issuer)


                                  Common Stock
                         (Title of Class of Securities)


                                   114537103
                                 (CUSIP Number)


                               December 31, 2001
            (Date of Event Which Requires Filing of this Statement)


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

[ ]Rule 13d-1(b)
[ ]Rule 13d-1(c)
[ ]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).

- --------------------------------------------------------------------------------
1.    NAME OF REPORTING PERSON
                         LOCKHEED MARTIN INVESTMENT MANAGEMENT COMPANY
      S.S. OR I.R.S. IDENTIFICATION
      NO. OF ABOVE PERSON
                                    522060316

- --------------------------------------------------------------------------------




CUSIP No. 114537103     13G/A

2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                            (a)
                                            (b)
- --------------------------------------------------------------------------------
3.    SEC USE ONLY

- --------------------------------------------------------------------------------
4.    CITIZENSHIP OR PLACE OF ORGANIZATION
                                            Delaware

- --------------------------------------------------------------------------------
                       :5.  SOLE VOTING POWER
NUMBER OF              :    241,800
SHARES                 :--------------------------------------------------------
BENEFICIALLY           :6.  SHARED VOTING POWER
OWNED                  :    -0-
BY EACH                :--------------------------------------------------------
REPORTING PERSON       :7.  SOLE DISPOSITIVE POWER
WITH                   :    241,800
                       :--------------------------------------------------------
                       :8.  SHARED DISPOSITIVE POWER
                       :    -0-

- --------------------------------------------------------------------------------
9.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      241,800

- --------------------------------------------------------------------------------
10.    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
       SHARES*

- --------------------------------------------------------------------------------
11.    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
       2.9%

- --------------------------------------------------------------------------------
12.    TYPE OF REPORTING PERSON*

       IA

- --------------------------------------------------------------------------------
Item 1(a).  Name of Issuer:
            Brookstone, Inc.

Item 1(b).  Address of Issuer's Principal Executive Offices:
            17 Riverside Street
            Nashua, NH  03062

Item 2(a).  Name of Persons Filing:
            Lockheed Martin Investment Management Company

Item 2(b).  Address of Principal Business Office or, if none,
            Residence:
            Lockheed Martin Investment Management Company
            6705 Rockledge Drive, Suite 550
            Bethesda, Maryland 20817-1814



CUSIP No. 114537103     13G/A

Item 2(c).  Citizenship:
            Delaware

Item 2(d).  Title and Class of Securities:
            Common Stock

Item 2(e).  CUSIP Number

            114537103

Item 3.     If this statement is filed pursuant toss.ss.240.13d-1(b) or
            240.13d-2(b) or (c), check whether the person filing is a:

                  (a)[ ] Broker or Dealer registered under Section 15 of the
                         Act (15 U.S.C. 78o).

                  (b)[ ] Bank as defined in section 3(a)(6) of the
                         Act(15 U.S.C.78c).

                  (c)[ ] Insurance Company as defined in Section 3(a)(19) of
                         the Act(15 U.S.C. 78c).

                  (d)[ ] Investment Company registered under section 8 of
                         the Investment Company Act of 1940 (15 U.S.C. 80a-8).

                  (e)[X] An investment adviser in accordance
                         withss.240.13d-1(b)(1)(ii)(E);

                  (f)[ ] An employee benefit plan or endowment fund in
                         accordance  withss.240.13d-1(b)(1)(ii)(F);

                  (g)[ ] A parent holding company or control person in
                         accordance withss.240.13d-1(b)(1)(ii)(G);

                  (h)[ ] A savings association as defined in Section 3(b) of the
                         Federal Deposit Insurance Act (12 U.S.C. 1813);

                  (i)[ ] A church plan that is excluded from the definition of
                         an investment company under Section 3(c)(14) of the
                         Investment Company Act of 1940 (15 U.S.C. 80a-3);

                  (j)[ ] Group, in accordance withss.240.13d-1(b)(1)(ii)(J).

Item 4.     Ownership:
            (a)  Amount beneficially owned: 241,800
            (b)  Percent of class: 2.9%
            (c)  Number of shares as to which the person has:
                 (i)   Sole power to vote or to direct the vote: 241,800
                 (ii)  Shared power to vote or to direct the vote:  0
                 (iii) Sole power to dispose or to direct the disposition
                       of: 241,800
                 (iv)  Shared power to dispose or to direct the disposition
                       of: 0

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 five percent of the class of securities, check
            the following [x].



CUSIP No. 114537103     13G/A

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:
            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, I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and 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 that purpose or effect.

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.

LOCKHEED MARTIN INVESTMENT MANAGEMENT COMPANY

By: /s/ George A. Jones
        General Counsel
        Dated February 13, 2002