Buckingham Capital Management Inc – ‘SC 13G/A’ on 7/28/06 re: Brookstone Inc

On:  Friday, 7/28/06, at 4:38pm ET   ·   Accession #:  1089212-6-39   ·   File #:  5-43209

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Amendment to Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Amendment to Statement of Beneficial Ownership         4±    16K 

Document Table of Contents

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

SCHEDULE 13G

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

  Brookstone, Inc.
  (Name of Issuer)

  Common Stock
  (Title of Class of Securities)

   114-537-103
  (CUSIP Number)

   August 30, 2005

   (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.  114-537-103                                                          

1.  Name of Reporting Person: Buckingham Capital Management Incorporated.       
IRS Identification No. of above person: 13-3276152                      

2.  Check the Appropriate Box if a Member of a Group*:                          

3.  SEC Use Only                                                                

4.  Citizenship or Place of Organization:  Delaware                             

Number of Shares                    5. Sole Voting Power: 972,825       
Beneficially Owned                                                      
By Each Reporting                   6. Shared Voting Power: 0           
Person With                                                             
                                  7. Sole Dispositive Power: 972,825

                              8. Shared Dispositive Power: 0

9.  Aggregate Amount Beneficially Owned by Each Reporting Person: 972,825       

10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares:*         

11. Percent of Class Represented by Amount in Row (11): 4.76%                   

12. Type of Reporting Person*: IA                                               

Schedule 13G of Buckingham Capital Management Incorporated with respect to      
the Class A common stock (the "Common Shares") of Brookstone, Inc.              
(the "Company").                                                                

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

Item 1(b)       Address of Issuer's Principal Executive Offices:
       One Innovation Way, Merrimack, NH 03054

Item 2(a)       Name of Person Filing:                          
          Buckingham Capital Management Incorporated

 Item 2(b)       Address of Principal Business Office or, if none,
         Residence: 750 Third Avenue, Sixth Floor,
New York, NY 10017              

Item 2(c)       Citizenship:                                    
               Buckingham Capital Management Incorporated is a
Delaware corporation            

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

Item 2(e)       CUSIP Number: 114-537-103                       

Item 3          If this statement is filed pursuant to Rule     
          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 with Rule
240.13d-1(b)(1)(ii)(E);         
         (f)     [ ] An employee benefit plan or endowment fund in
            accordance with Rule 240.13d-1(b)(1)(ii)(F);
         (g)     [ ] A parent holding company or control person in
            accordance with Rule 240.13d-1(b)(1)(ii)(G);
             (h)     [ ] A savings associations ad 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 with Rule 240.13d-1(b)
(1)(ii)(J).                     

Item 4  Ownership                                               

(a) Amount Beneficially Owned:  972,825         

           (b) Percent of class: 4.76% (based on the 20,437,000 Common
                 Shares reported to be outstanding on Bloomberg as of August 30,
2005).                                  

(c) Number of shares as to which the person has:

      (i)  Sole power to vote or to direct the vote: 972,825
  (ii) Shared power to vote or to direct the vote: 0
           (iii)Sole power to dispose or to direct the disposition of:
972,825                               
               (iv) Shared power to dispose or to direct the disposition of: 0

Item 5  Ownership of Five Percent or less of a Class [x]        

        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 (if filing pursuant to Rule 240.13d-1(c)):

                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:  July 28, 2006

                                   BUCKINGHAM CAPITAL MANAGEMENT, INC.

                     By:/s/David B. Keidan
                                David B. Keidan, President

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13G/A’ Filing		Date		Other Filings
Filed on:		7/28/06		SC 13G/A
		8/30/05
				List all Filings