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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 3)(1)
Electro-Optical Sciences, Inc. (MELA)
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
285192100
- --------------------------------------------------------------------------------
(CUSIP Number)
December 31, 2008
- --------------------------------------------------------------------------------
(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 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 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) Due to a clerical error, the previously filed amendment to Schedule 13G was
filed erroneously as Amendment No. 1 instead of Amendment No. 2. Therefore, this
amendment is being filed as Amendment No. 3 to provide the correct amendment
number.
CUSIP No. 285192100
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Bonanza Capital, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
968,387
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
968,387
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
968,387 (2)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.49%
12. TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(2) This number does not include 250,000 of the Issuer's Common Stock Purchase
Warrants which are not exercisable because their exercise is currently subject
to a 4.99% beneficial ownership limitation.
CUSIP No. 285192100
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Bonanza Master Fund, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
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
6. SHARED VOTING POWER
968,387
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
968,387
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
968,387 (2)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.49%
12. TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(2) This number does not include 250,000 of the Issuer's Common Stock Purchase
Warrants which are not exercisable because their exercise is currently subject
to a 4.99% beneficial ownership limitation.
CUSIP No. 285192100
---------------------
Item 1(a). Name of Issuer:
Electro-Optical Sciences, Inc. (MELA)
____________________________________________________________________
Item 1(b). Address of Issuer's Principal Executive Offices:
3 West Main Street, Suite 201
Irvington, New York 10533
____________________________________________________________________
Item 2(a). Name of Person Filing:
Bonanza Capital, Ltd.
Bonanza Master Fund, Ltd.
____________________________________________________________________
Item 2(b). Address of Principal Business Office, or if None, Residence:
Bonanza Capital, Ltd.
300 Crescent Court, Suite 250
Dallas, Texas 75201
Bonanza Master Fund, Ltd.
c/o J.D. Clark & Co.
2225 Washington, Suite 400
Ogden, UT 84404
____________________________________________________________________
Item 2(c). Citizenship:
Bonanza Capital, Ltd. - Texas
Bonanza Master Fund, Ltd. - Cayman Islands
____________________________________________________________________
Item 2(d). Title of Class of Securities:
Common Stock
____________________________________________________________________
Item 2(e). CUSIP Number:
285192100
____________________________________________________________________
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Bonanza Capital, Ltd. - 968,387
Bonanza Master Fund, Ltd. - 968,387
______________________________________________________________________
(b) Percent of class:
Bonanza Capital, Ltd. - 5.49%
Bonanza Master Fund, Ltd. - 5.49%
______________________________________________________________________
(c) Number of shares as to which such person has:
Bonanza Capital, Ltd.:
(i) Sole power to vote or to direct the vote 0
_______________________,
(ii) Shared power to vote or to direct the vote 968,387
_____________________,
(iii) Sole power to dispose or to direct the 0
disposition of _____________________,
(iv) Shared power to dispose or to direct the 968,387
disposition of _____________________.
Bonanza Master Fund, Ltd.:
(i) Sole power to vote or to direct the vote 0
_______________________,
(ii) Shared power to vote or to direct the vote 968,387
_____________________,
(iii) Sole power to dispose or to direct the 0
disposition of _____________________,
(iv) Shared power to dispose or to direct the 968,387
disposition of _____________________.
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 [ ].
Not applicable
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
Not applicable
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to Sec.240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule
pursuant to Sec.240.13d-1(c) or Sec.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
Not applicable
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
Not applicable
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 such 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.
February 13, 2009
----------------------------------------
(Date)
Bonanza Capital, Ltd.*
By: Bonanza Fund Management, Inc.
Its General Partner
By: /s/ Bernay Box
__________________________
Bernay Box
President
Bonanza Master Fund, Ltd.
By: Bonanza Capital, Ltd.
Its Investment Manager
By: Bonanza Fund Management, Inc.
Its General Partner
By: /s/ Bernay Box
__________________________
Bernay Box
President
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
* The Reporting Person disclaims beneficial ownership in the common stock
reported herein except to the extent of its pecuniary interest therein.
Exhibit A
AGREEMENT
The undersigned agree that this Amendment No. 3 dated February 13, 2009 to the
Schedule 13G relating to the Common Stock of Electro Optical Sciences, Inc.
(MELA) shall be filed on behalf of the undersigned.
Bonanza Capital, Ltd.*
By: Bonanza Fund Management, Inc.
Its General Partner
By: /s/ Bernay Box
__________________________
Bernay Box
President
Bonanza Master Fund, Ltd.*
By: Bonanza Capital, Ltd.
Its Investment Manager
By: Bonanza Fund Management, Inc.
Its General Partner
By: /s/ Bernay Box
__________________________
Bernay Box
President
SK 23214 0001 963532