SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                 SCHEDULE 13G

                   Under the Securities Exchange Act of 1934
                              (Amendment No. 1)*


                           Creative Computers, Inc.
                   -----------------------------------------
                               (Name of Issuer)


                        Common Stock, $0.001 par value
                   -----------------------------------------
                        (Title of Class of Securities)


                                   22527E107
                   -----------------------------------------
                                (CUSIP Number)


                               December 31, 1999
                   -----------------------------------------
            (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)

      [X] 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).





                                  CUSIP No. 22527E107


1    NAME OF REPORTING PERSON
     I.R.S. Identification No. of above person (entities only).

     OZ Management, L.L.C.


2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                       (a) [  ]
                                                       (b) [  ]

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 Shares

      6     SHARED VOTING POWER

            701,593 Shares


      7     SOLE DISPOSITIVE POWER

            0 Shares


      8     SHARED DISPOSITIVE POWER

            701,593 Shares


9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      701,593 Shares


10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
      (SEE INSTRUCTIONS)


11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

      6.7%


12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

      OO/IA





                                  CUSIP No. 22527E107


1    NAME OF REPORTING PERSON
     I.R.S. Identification No. of above person (entities only).

     OZ Master Fund, Ltd.


2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                       (a) [  ]
                                                       (b) [  ]

3    SEC USE ONLY


4    CITIZENSHIP OR PLACE OF ORGANIZATION

     Cayman Islands


     NUMBER OF SHARES BENEFICIALLY OWNED BY
     EACH REPORTING PERSON WITH:

      5     SOLE VOTING POWER

            0 Shares

      6     SHARED VOTING POWER

            701,593 Shares


      7     SOLE DISPOSITIVE POWER

            0 Shares


      8     SHARED DISPOSITIVE POWER

            701,593 Shares


9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      701,593 Shares


10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
      (SEE INSTRUCTIONS)


11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

      6.7%


12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

      CO






      This Amendment No. 1 to Schedule 13G amends a Schedule 13G, dated July
27, 1999, with respect to the Common Stock, par value $0.001 per share (the
"Shares"), of Creative Computers, Inc., a Delaware corporation (the
"Company"), beneficially owned by OZ Management, L.L.C. ("OZ Management") and
OZ Master Fund, Ltd. ("OZ Master Fund"), as follows below.  This Amendment is
filed to amend Item 4 as of December 31, 1999, contained in the Schedule 13G
as most recently amended.


      Items 1-3.  No amendment.


      Item 4.  Ownership

      See cover page for each Reporting Person.

      OZ Master Fund is the record owner of 701,593 Shares.  OZ Management
serves as principal investment manager to OZ Master Fund and as such, has
shared voting and dispositive authority over the Shares owned of record by OZ
Master Fund.  Although not identified as a Reporting Person herein, Mr. Daniel
S. Och is the managing member of OZ Management.  As such, he may be deemed to
control such entity and therefore, indirectly, the Shares reported hereby.


      Items 5. - 9.    No amendment.


      Item 10. Certifications

      By signing below I certify that, to the best of my 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 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.


Dated:  February 11, 2000.

OZ MANAGEMENT, L.L.C.


By:  /s/ Daniel S. Och
- --------------------------------
Name:   Daniel S. Och
Title:  Managing Member


OZ MASTER FUND, LTD.
By:  OZ MANAGEMENT, L.L.C.
     as Investment Manager


By:  /s/ Daniel S. Och
- ----------------------------------
Name:  Daniel S. Och
Title:  Managing Member