FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Fiske McNeil S. Jr 		2. Issuer Name and Ticker or Trading Symbol

Eddie Bauer Holdings, Inc. [ EBHI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

10401 NE 8TH STREET, SUITE 500 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/21/2009
(Street)

BELLEVUE, WA 98004
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Only Stock Appreciation Right   (1) $.27   4/21/2009     A     200000         (2) 4/21/2019   Common Stock   200000   $0   925000   D    
Stock Only Stock Appreciation Right   $.27   4/21/2009     A     194000         (2) (3) 4/21/2019   Common Stock   194000   $0   1119000   D    

Explanation of Responses:
( 1)  Stock only stock appreciation right ("SOSARs")- the right to receive shares of Company common stock equal to the difference between (x) the closing price of the Company's stock on the date of grant and (y) the closing price of the Company's stock on the date of exercise, multiplied by the specified number of SOSARs, and divided by the closing price on date of exercise.
( 2)  SOSARs vest ratably annually over three years.
( 3)  SOSARs granted represent ?Mirror SOSARs? of those granted to Officers. The Mirror SOSARs may only be exercisable to the extent that the Officer SOSAR is forfeited.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Fiske McNeil S. Jr
10401 NE 8TH STREET
SUITE 500
BELLEVUE, WA 98004

President and CEO

Signatures
/s/Shanon Brown, attorney in fact 4/22/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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