SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 2)

Under the Securities Exchange Act of 1934

BREEZE-EASTERN CORPORATION 

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

106764103

(CUSIP Number)

Wynnefield Partners Small Cap Value, L.P. 450 Seventh Avenue, Suite 509 New York, New York 10123 Attention: Mr. Nelson Obus	Goldsmith & Harris Incorporated 80 Pine Street New York, NY 10005 Attention: Mr. Philip W. Goldsmith	Terrier Partners LP 145 East 57th Street, 10th Floor New York, NY 10022 Attention: Mr. Bobby Melnick
Copy to: Jeffrey S. Tullman, Esq. Kane Kessler, P.C. 1350 Avenue of the Americas, 26th Floor New York, New York 10019 (212) 541-6222	Copy to: Faith Colish, Esq. Carter Ledyard & Milburn LLP 2 Wall Street New York, New York 10005 (212) 732-3200	Copy to: Aretha Melnick Terrier Partners LP 145 East 57th Street, 10th Floor New York, New York 10022 (212) 888-7909

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

May 16, 2007 

(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 which 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 (See explanatory note to this Schedule 13D)

 CUSIP No. 106764103  13D/A  Page 1 of 23 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Partners Small Cap Value, L.P. 13-3688497
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
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 371,933      (See Item 5)
		8	SHARED VOTING POWER 0      (See Item 5)
		9	SOLE DISPOSITIVE POWER 371,933      (See Item 5)
		10	SHARED DISPOSITIVE POWER 0      (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 371,933     (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.0%
14	TYPE OF REPORTING PERSON* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 CUSIP No. 106764103  13D/A  Page 2 of 23 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
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 549,255      (See Item 5)
		8	SHARED VOTING POWER 0      (See Item 5)
		9	SOLE DISPOSITIVE POWER 549,255      (See Item 5)
		10	SHARED DISPOSITIVE POWER 0      (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 549,255      (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%
14	TYPE OF REPORTING PERSON* CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 CUSIP No. 106764103  13D/A  Page 3 of 23 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Partners Small Cap Value L.P.I 13-3953291
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
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 513,645      (See Item 5)
		8	SHARED VOTING POWER 0      (See Item 5)
		9	SOLE DISPOSITIVE POWER 513,645      (See Item 5)
		10	SHARED DISPOSITIVE POWER 0      (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 513,645      (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5%
14	TYPE OF REPORTING PERSON* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 CUSIP No. 106764103  13D/A  Page 4 of 23 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Channel Partnership II, L.P. 22-3215653
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
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 New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 38,400      (See Item 5)
		8	SHARED VOTING POWER 0      (See Item 5)
		9	SOLE DISPOSITIVE POWER 38,400      (See Item 5)
		10	SHARED DISPOSITIVE POWER 0      (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,400      (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4%
14	TYPE OF REPORTING PERSON* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 CUSIP No. 106764103  13D/A  Page 5 of 23 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Capital Management, LLC 13-4018186
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* N/A
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 New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 885,578      (See Item 5)
		8	SHARED VOTING POWER 0      (See Item 5)
		9	SOLE DISPOSITIVE POWER 885,578      (See Item 5)
		10	SHARED DISPOSITIVE POWER 0      (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 885,578      (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%
14	TYPE OF REPORTING PERSON* OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 CUSIP No. 106764103  13D/A  Page 6 of 23 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Capital, Inc. 13-3688495
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* N/A
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 549,255      (See Item 5)
		8	SHARED VOTING POWER 0      (See Item 5)
		9	SOLE DISPOSITIVE POWER 549,255      (See Item 5)
		10	SHARED DISPOSITIVE POWER 0      (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 549,255      (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5%
14	TYPE OF REPORTING PERSON* CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 CUSIP No. 106764103  13D/A  Page 7 of 23 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Nelson Obus
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* N/A
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 38,400      (See Item 5)
		8	SHARED VOTING POWER 1,434,833      (See Item 5)
		9	SOLE DISPOSITIVE POWER 38,400      (See Item 5)
		10	SHARED DISPOSITIVE POWER 1,434,833      (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,473,233      (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.9%
14	TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 CUSIP No. 106764103  13D/A  Page 8 of 23 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Joshua Landes
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* N/A
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 1,434,833      (See Item 5)
		9	SOLE DISPOSITIVE POWER 0      (See Item 5)
		10	SHARED DISPOSITIVE POWER 1,434,833      (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,434,833      (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.5%
14	TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 CUSIP No. 106764103  13D/A  Page 9 of 23 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Terrier Partners LP 06-1571258
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
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 New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 187,500      (See Item 5)
		8	SHARED VOTING POWER 0      (See Item 5)
		9	SOLE DISPOSITIVE POWER 187,500      (See Item 5)
		10	SHARED DISPOSITIVE POWER 0      (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 187,500      (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0%
14	TYPE OF REPORTING PERSON* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 CUSIP No. 106764103  13D/A  Page 10 of 23 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON B-Doggy LLC 13-4069074
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* N/A
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 New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 187,500 (1)      (See Item 5)
		8	SHARED VOTING POWER 0      (See Item 5)
		9	SOLE DISPOSITIVE POWER 187,500 (1)      (See Item 5)
		10	SHARED DISPOSITIVE POWER 0      (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 187,500      (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0%
14	TYPE OF REPORTING PERSON* OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 CUSIP No. 106764103  13D/A  Page 11 of 23 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bobby Melnick
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* N/A
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 187,500      (See Item 5)
		8	SHARED VOTING POWER 0      (See Item 5)
		9	SOLE DISPOSITIVE POWER 187,500      (See Item 5)
		10	SHARED DISPOSITIVE POWER 0      (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 187,500      (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0%
14	TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 CUSIP No. 106764103  13D/A  Page 12 of 23 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Goldsmith & Harris Incorporated 13-37441461
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
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 New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 10      (See Item 5)
		8	SHARED VOTING POWER 0      (See Item 5)
		9	SOLE DISPOSITIVE POWER 10      (See Item 5)
		10	SHARED DISPOSITIVE POWER 761,573      (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 761,583      (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2%
14	TYPE OF REPORTING PERSON* CO

 CUSIP No. 106764103  13D/A  Page 13 of 23 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Goldsmith & Harris Asset Management LLC 71-1005193
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
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 67,703      (See Item 5)
		9	SOLE DISPOSITIVE POWER 0      (See Item 5)
		10	SHARED DISPOSITIVE POWER 67,703      (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 67,703      (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7%
14	TYPE OF REPORTING PERSON* OO

 CUSIP No. 106764103  13D/A  Page 14 of 23 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Goldsmith & Harris Capital Appreciation LLC 65-1280049
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
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 67,703      (See Item 5)
		9	SOLE DISPOSITIVE POWER 0      (See Item 5)
		10	SHARED DISPOSITIVE POWER 67,703      (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 67,703      (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7%
14	TYPE OF REPORTING PERSON* OO

 CUSIP No. 106764103  13D/A  Page 15 of 23 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Philip W. Goldsmith
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
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 24,490      (See Item 5)
		8	SHARED VOTING POWER 67,703      (See Item 5)
		9	SOLE DISPOSITIVE POWER 26,490      (See Item 5)
		10	SHARED DISPOSITIVE POWER 829,286      (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 855,776      (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%
14	TYPE OF REPORTING PERSON* IN

 CUSIP No. 106764103  13D/A  Page 16 of 23 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jay R. Harris
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
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 193,500      (See Item 5)
		8	SHARED VOTING POWER 67,703      (See Item 5)
		9	SOLE DISPOSITIVE POWER 218,400      (See Item 5)
		10	SHARED DISPOSITIVE POWER 829,286      (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,047,686      (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.3%
14	TYPE OF REPORTING PERSON* IN

 CUSIP No. 106764103  13D/A  Page 17 of 23 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Armand B. Erpf
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
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 67,703      (See Item 5)
		9	SOLE DISPOSITIVE POWER 0      (See Item 5)
		10	SHARED DISPOSITIVE POWER 67,703     (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 67,703    (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7%
14	TYPE OF REPORTING PERSON* IN

 CUSIP No. 106764103  13D/A  Page 18 of 23 Pages

This Amendment No. 2 (the “Amendment”) amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission on April 2, 2007 and as further amended by Amendment No. 1 filed on April 24, 2007 (collectively, the “Schedule 13D”) by the Wynnefield Reporting Persons, the G&H Reporting Persons and the Terrier Reporting Persons (each as defined in the Schedule 13D and collectively referred to herein as the “Reporting Persons”) with respect to shares of common stock, par value $0.01 (the “Common Shares”) of Breeze-Eastern Corporation (the “Issuer”), whose principal executive offices are located at 700 Liberty Avenue, Union, New Jersey 07083. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D shall remain unchanged. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13D.

 

 CUSIP No. 106764103  13D/A  Page 19 of 23 Pages

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended by the addition of the following:

 Effective as of May 16, 2007, Terrier Partners has determined to withdraw from the Group and terminate the obligations of the Terrier Reporting Persons to vote their Common Shares pursuant to the terms of the voting agreement dated April 2, 2007 (the "Voting Agreement") by and among each of the members of the Group.

 CUSIP No. 106764103  13D/A  Page 20 of 23 Pages

Other than as set forth in this Item 4, no Reporting Persons have any current plans, proposals or negotiations that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of the Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis, and to the extent permitted by law, and may seek to engage in discussions with other stockholders and/or with management and the Board of Directors of the Issuer concerning the business, operations or future plans of the Issuer. Depending on various factors including, without limitation, the Issuer's financial position, the price levels of the Common Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may, subject to any obligations set forth in the Voting Agreement,  in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Common Shares, engaging in short selling of or any hedging or similar transaction with respect to the Common Shares, taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or changing their intention with respect to any and all matters referred to in paragraph (a) through (j) of Item 4 of the Schedule 13D.

Item 5. Interest in Securities of the Issuer.

 As of May 16, 2007, each of the Wynnefield Reporting Persons and the G&H Reporting Persons may be deemed to beneficially own collectively an aggregate of 2,547,409 of the Common Shares, representing 27.5% of the outstanding Common Shares (the percentage of shares owned being based upon 9,275,431 Common Shares outstanding as of February 9, 2007, as set forth in the Issuer's most recent report on Form 10-Q for the period ended December 31, 2006, filed with the Securities and Exchange Commission on February 13, 2007). The Wynnefield Reporting Persons and the G&H Reporting Persons each expressly disclaims beneficial ownership for all purposes of the Common Shares held by each of the other Reporting Persons. Each of the Wynnefield Reporting Persons and the G&H Reporting Persons disclaims any pecuniary interest in the Common Shares beneficially owned by each of the other Reporting Persons.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 Effective as of May 16, 2007, Wynnefield Partners on behalf of the Wynnefield Reporting Persons, Terrier Partners on behalf of the Terrier Reporting Persons and G&H Partners on behalf of the G&H Reporting Persons, entered into an amendment to the Voting Agreement pursuant to which Terrier Partners withdrew from the Group and the Terrier Reporting Persons were released from their obligation to vote their Common Shares pursuant to the terms of the Voting Agreement. Amendment No. 1 to the Voting Agreement is filed herewith as Exhibit 99.3 and is incorporated herein by reference in its entirety in this response to Item 6.

 Also effective as of May 16, 2007, each of the Wynnefield Reporting Persons, the Terrier Reporting Persons and the G&H Reporting Persons entered into an amended joint filing agreement pursuant to which the Terrier Reporting Persons were released from their agreement to jointly file this Schedule 13D and any and all amendments and supplements thereto with the Securities and Exchange Commission. The Amendment No. 1 to the Joint Filing Agreement is filed herewith as Exhibit 99.4 and is incorporated herein by reference in its entirety in this response to Item 6.

 Except for the agreements described in this Schedule 13D, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons, and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits

 The following exhibits are filed as part of this Schedule 13D:

 Exhibit 99.3    Amendment No. 1 to Voting Agreement, dated May 16, 2007

 Exhibit 99.4    Amendment No. 1 to Joint Filing Agreement, dated May 16, 2007

 CUSIP No. 106764103  13D/A  Page 21 of 23 Pages

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

Dated: May 16, 2007

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.

By: Wynnefield Capital Management, LLC,

its General Partner

By: /s/ Nelson Obus                                     

Nelson Obus, Co-Managing Member

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P., I

By: Wynnefield Capital Management, LLC,

its General Partner

By: /s/ Nelson Obus                                     

Nelson Obus, Co-Managing Member

WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.

By: Wynnefield Capital, Inc.,

its Investment Manager

By: /s/ Nelson Obus                                     

Nelson Obus, President

WYNNEFIELD CAPITAL MANAGEMENT, LLC

By: /s/ Nelson Obus                                     

      Nelson Obus, Co-Managing Member

WYNNEFIELD CAPITAL, INC.

By: /s/ Nelson Obus                                     

Nelson Obus, President

CHANNEL PARTNERSHIP II, L.P.

By: /s/ Nelson Obus                                     

      Nelson Obus, General Partner

/s/ Nelson Obus                                            

Nelson Obus, Individually

/s/ Joshua H. Landes                                    

Joshua H. Landes, Individually

Signature page to 13D

 CUSIP No. 106764103  13D/A  Page 22 of 23 Pages

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

Dated: May 16, 2007

TERRIER PARTNERS LP

By: B-DOGGY LLC

Its General Partner

By: /s/ Bobby Melnick                                 

        Bobby Melnick, Managing Member

B-DOGGY LLC

By: /s/ Bobby Melnick                                 

        Bobby Melnick, Managing Member

/s/ Bobby Melnick                                 

        Bobby Melnick

Signature page to 13D

 CUSIP No. 106764103  13D/A  Page 23 of 23 Pages

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

Dated: May 16, 2007

GOLDSMITH & HARRIS INCORPORATED

By: /s/ Philip W. Goldsmith                         

       Philip W. Goldsmith, Chairman

GOLDSMITH & HARRIS ASSET MANAGEMENT, LLC

By: /s/ Philip W. Goldsmith                         

       Philip W. Goldsmith, Managing Director

GOLDSMITH & HARRIS CAPITAL APPRECIATION, LLC

By: /s/ Philip W. Goldsmith                         

        Philip W. Goldsmith, Managing Director

/s/ Philip W. Goldsmith                       

        Philip W. Goldsmith

/s/ Jay R. Harris                                    

         Jay R. Harris

 /s/ Armand B. Erpf                                

         Armand B. Erpf

Signature page to 13D

EX-99.3

AMENDMENT NO. 1 TO

AGREEMENT

Amendment No. 1 (the “Amendment”) entered into as of the 16^th day of May, 2007 (the “Effective Date”) to the Voting Agreement dated as of April 2, 2007 (the “Agreement”), by and among Wynnefield Partners Small Cap Value, L.P. (“Wynnefield”) with an address at 450 Seventh Avenue, Suite 509, New York, New York 10123, Goldsmith & Harris Incorporated (“Goldsmith & Harris”) with an address at 80 Pine Street, New York, New York 10005 and Terrier Partners LP (“Terrier Partners”) with an address at 145 East 57^th Street, 10^th floor, New York, New York 10022.

 WHEREAS, pursuant to the Agreement, the parties agreed, among other things, to (i) vote at the 2007 Annual Meeting of Breeze-Eastern Corporation (“Breeze-Eastern”) all of the shares of stock of Breeze-Eastern which the parties and their respective affiliates beneficially own for four director nominees to be agreed to by the parties; and (ii) to file with the Securities and Exchange Commission a joint Schedule 13D reporting that such parties have formed a group (“Group”) for the primary purpose of voting securities of the Breeze-Eastern in favor of the director nominees.

WHEREAS, the parties hereto desire to amend the Agreement to reflect that as of the Effective Date, Terrier Partners is no longer a party to the Agreement and has withdrawn from the Group.

NOW, THEREFORE, in consideration of the promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:

1.Withdrawal from Agreement and Group Subject to the terms and conditions set forth in the Amendment, the Agreement is hereby amended to provide that, as of the Effective Date, Terrier Partners is no longer an “Interested Party” as such term is defined in the Agreement and has withdrawn from the Group. Notwithstanding anything to the contrary set forth in the Agreement and the withdrawal of Terrier Partners as of the Effective Date, the reimbursement obligations of Terrier Partners under Section 3 of the Agreement for costs and expenses incurred before the Effective Date, the obligations of the parties pursuant to the last sentence of Section 4 of the Agreement (which, in the case of Terrier Partners, occurred prior to the Effective Date) and liability for breaches of representations set forth in Section 11 of the Agreement shall survive the withdrawal. The parties agree to file an amendment to the Group Schedule 13D reflecting the withdrawal of Terrier Partners from the Group.

2.Exhibit B. Exhibit B of the Agreement is hereby amended to read in its entirety as follows:

EXHIBIT B

Actions to be Voted on

A.   Against any adjournment or postponement of the 2007 Meeting until a vote has occurred on each of the items below.

B.   For the election at the 2007 Meeting of the following four director nominees:

(i) Jay R. Harris; (ii) William H. Alderman; (iii) Frederick Wasserman and (iv) Russell M. Sarachek.

In the event that Jay Harris shall be unable to serve for any reason, Goldsmith and Harris Incorporated shall have the right to select a replacement Nominee. In the event that William H. Alderman or Frederick Wasserman shall be unable to serve for any reason, Wynnefield Partners shall have the right to select a replacement Nominee. In the event Russell M. Sarachek shall be unable to serve for any reason, the continuing Interested Parties shall agree on a replacement Nominee. Additionally, in the event Breeze-Eastern purports to increase the number of directorships pursuant to its Bylaws or otherwise increases the number of directors to be elected at the 2007 Meeting, the Interested Parties may nominate additional persons as directors to fill any vacancies created by the increase or to fill any additional positions on the board which the stockholders shall vote on at the 2007 Meeting.

C.   For the re-election of four incumbent directors of Breeze-Eastern, the identity of whom is to be agreed to by all of the continuing Interested Parties, assuming such directors’ willingness to serve, and the inclusion of such directors on the Interested Parties’ proxy and ballot setting forth the nominees described in Item B above or upon agreement of all of the Interested Parties, to withhold votes or vote against all director nominees, other than those nominated pursuant to item B above.

3. Exhibit C. Exhibit C of the Agreement is hereby amended to read in its entirety as follows:

EXHIBIT C

With respect to all costs and expenses incurred after May 16, 2007, the following is the schedule of Interested Party Shares:

Interested Party	Interested Party Share
Wynnefield Partners Small Cap Value, L.P.	63.25%
Goldsmith & Harris Incorporated	36.75%

4.   Counterparts. This Amendment may be executed in counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

5.   Ratification. Except as amended hereby, the Agreement shall remain in full force and effect and is hereby ratified, confirmed and approved in all respects.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.

Wynnefield Partners Small Cap Value, L.P. By: Wynnefield Capital Management, LLC, its General Partner
By:	/s/ Nelson Obus
	Nelson Obus,Co-Managing Member
Goldsmith & Harris Incorporated
By:	/s/ Philip W. Goldsmith
	Philip W. Goldsmith, Chairman
Terrier Partners LP By: B Doggy LLC, its General Partner
By:	/s/ Bobby Melnick
	Bobby Melnick, Managing Member

EX-99.4

AMENDMENT NO. 1 TO JOINT FILING AGREEMENT

This Amendment No. 1 entered into as of this 16^th day of May, 2007 (the “Amendment”) to the Joint Filing Agreement (this “Joint Filing Agreement “) dated as of April 2, 2007, by and among Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I, Wynnefield Small Cap Value Offshore Fund, Ltd., Channel Partnership II L.P., Wynnefield Capital Management LLC, Wynnefield Capital Inc., Nelson Obus, Joshua Landes, Terrier Partners LP, B-Doggy LLC, Bobby Melnick, Goldsmith & Harris Incorporated, Goldsmith & Harris Asset Management LLC, Goldsmith & Harris Capital Appreciation LLC, Philip W. Goldsmith, Jay R. Harris and Armand B. Erpf (each a “Reporting Person”, and collectively, the “Reporting Persons”). Capitalized terms used, but not defined herein, shall have the meanings ascribed to them in the Reporting Persons’ Statement of Beneficial Ownership on Schedule 13D filed with the Securities and Exchange Commission on April 2, 2007 with respect to the securities of Breeze-Eastern Corporation (the “Schedule 13D”).

WHEREAS, the Reporting Persons desire to amend the Joint Filing Agreement to reflect that as of the Effective Date (“Effective Date”) of Amendment No. 1 to the Voting Agreement by and among Wynnefield Partners Small Cap Value, L.P., Goldsmith & Harris Incorporated and Terrier Partners LP., the Terrier Reporting Persons are no longer a party to the Agreement.

NOW, THEREFORE, in consideration of the promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:

1.Withdrawal from Joint Filing Agreement. Subject to the terms and conditions set forth in the Amendment, the Joint Filing Agreement is hereby amended to provide that, as of the Effective Date, Terrier Partners is no longer a party to the Joint Filing Agreement. Except as amended hereby, the Joint Filing Agreement shall remain in full force and effect and is hereby ratified, confirmed and approved in all respects.

2.Release and Discharge. Each of the Wynnefield Reporting Persons and the G&H Reporting Persons hereby mutually and unconditionally releases and discharges the Terrier Reporting Persons from all of their obligations under the Joint Filing Agreement. The Terrier Reporting Persons hereby mutually and unconditionally releases and discharges the Wynnefield Reporting Persons and the G&H Reporting Persons from all of their obligations under the Joint Filing Agreement.

3.Counterparts. This Amendment may be executed in counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

[signature pages follow]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
By:	Wynnefield Capital Management, LLC, its General Partner
By:	/s/ Nelson Obus
	Nelson Obus, Co-Managing Member

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P., I
By:	Wynnefield Capital Management, LLC, its General Partner
By:	/s/ Nelson Obus
	Nelson Obus, Co-Managing Member

WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
By:	Wynnefield Capital, Inc., its Investment Manager
By:	/s/ Nelson Obus
	Nelson Obus, President

WYNNEFIELD CAPITAL MANAGEMENT, LLC
By:	/s/ Nelson Obus
	Nelson Obus, Co-Managing Member

WYNNEFIELD CAPITAL, INC.
By:	/s/ Nelson Obus
	Nelson Obus, President

CHANNEL PARTNERSHIP II, L.P.
By:	/s/ Nelson Obus
	Nelson Obus, General Partner

/s/ Nelson Obus

Nelson Obus, Individually

/s/ Joshua H. Landes

Joshua H. Landes, Individually

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

TERRIER PARTNERS LP
By:	B-DOGGY LLC Its General Partner
By:	/s/ Bobby Melnick
	Bobby Melnick, Managing Manager

B-DOGGY LLC
By:	/s/ Bobby Melnick
	Bobby Melnick, Managing Manager

/s/ Bobby Melnick

Bobby Melnick

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

GOLDSMITH & HARRIS INCORPORATED
By:	/s/ Philip W. Goldsmith
	Philip W. Goldsmith, Chairman

GOLDSMITH & HARRIS ASSET MANAGEMENT, LLC
By:	/s/ Philip W. Goldsmith
	Philip W. Goldsmith, Managing Director

GOLDSMITH & HARRIS CAPITAL APPRECIATION, LLC
By:	/s/ Philip W. Goldsmith
	Philip W. Goldsmith, Managing Director

/s/ Philip W. Goldsmith

Philip W. Goldsmith

/s/ Jay R. Harris

Jay R. Harris

/s/ Armand B. Erpf

Armand B. Erpf