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* Terrier Partners LP (Last) (First) (Middle) 145 EAST 57TH STREET, 10TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/02/2007	3. Issuer Name and Ticker or Trading Symbol BREEZE-EASTERN CORP [ BZC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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, $0.01 par value per share	187,500(1)(2)(3)(4)	D

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Terrier Partners LP (Last) (First) (Middle) 145 EAST 57TH STREET, 10TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* B-Doggy LLC (Last) (First) (Middle) 145 EAST 57TH STREET, 10TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. As described in the Schedule 13D (the "13D") filed with the Securities and Exchange Commission by the Reporting Persons, among others, on April 2, 2007 with respect to shares of the common stock, $0.01 par value per share ("Common Stock") of Breeze-Eastern Corporation (the "Issuer"), Terrier Partners LP ("Terrier"), Wynnefield Partners Small Cap Value, L.P., ("Wynnefield") and Goldsmith & Harris Incorporated ("Goldsmith & Harris") (Wynnefield and Goldsmith & Harris being referred to herein as the "Non-Affiliated Entities"), on their behalf and on behalf of their affiliates, entered into an agreement as of April 2, 2007 (the "Agreement"), which agreement is more fully described in the 13D.

2. By reason of the execution of the Agreement, Terrier and the Non-Affiliates may be deemed to be members of a group ("Group") within the meaning of Rule 13d-5(b) promulgated under the Securities Exchange Act of 1934, as amended, with regard to their respective interests in equity securities of the Issuer. None of the members of the Group purchased any additional securities of the Issuer in connection with the Agreement. As more fully reported on a Schedule 13D filed by the Group, the Group collectively beneficially owns greater than 10% of the Issuer's Common Stock.

3. The amount of the Issuer's securities held by the Reporting Persons as reported herein does not include the holdings of any of the Non-Affiliated Entities. Each of the Reporting Persons disclaims any pecuniary interest in the Issuer's securities beneficially owned by the Non-Affiliated Entities. The Non-Affiliated Entities disclaim any pecuniary interest in the shares of Common Stock beneficially owned by the Reporting Persons.

4. As of April 2, 2007, Terrier directly beneficially owns 187,500 shares of Common Stock. B-Doggy LLC, as the sole general partner of Terrier, has an indirect beneficial ownership interest in the shares of Common Stock that Terrier directly beneficially owns. As disclosed in the 13D, Bobby Melnick is the sole managing member of B-Doggy LLC.

	TERRIER PARTNERS LP, By: B-DOGGY LLC, Its General Partner, By: /s/ Bobby Melnick, Managing Member	04/09/2007
	B-DOGGY LLC, By: /s/ Bobby Melnick, Managing Member	04/09/2007
	** Signature of Reporting Person	Date
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