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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

Form 5

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OMB Number: 3235-0287

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hours per response 0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

(Print or Type Responses)

1 .Name and Address of Reporting Person

2. Issuer Name and Ticker or Trading Symbol

Il Fornaio (America) Corporation ILFO

6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

______Director x 10% Owner

______Officer (give ______Other (specify title below) below)

____________________________

(Last) (First) (Middle)

Eastbourne Capital Management, L.L.C.

(See Note 1)

3. IRS Identification Number of Reporting Person, if an entity
(voluntary)

4. Statement for
Month/Year

December 31, 2000

(Street)

1101 Fifth Avenue, Suite 1600

5. If Amendment,
Date of Original
(Month/Year)

December 31, 2000

7. Individual or Joint/Group Filing (Check Applicable Line)
___Form filed by One Reporting Person
x Form filed by More than One Reporting Person

(City) (State) (Zip)

San Rafael, California 94901-2916

Table I Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 4)

2. Trans-
action
Date

(Month/
Day/
Year)

3. Trans-
Action
Code
(Instr. 8)

4. Securities Acquired (A)
or Disposed of (D)
(Instr. 3, 4 AND 5)

5. Amount of
Securities Ben-
eficially Owned
at End of
Issuer's Fiscal
Year
(Instr. 3 and 4)

6. Owner-
ship
Form:
Direct
(D) or
Indirect
(I)
(Instr. 4)

7. Nature of Indirect Beneficial Ownership

(Instr. 4)

Amount

(A) or

(D)

Price

Common Stock

03/31/00

5,700

7.81

609,548

See Notes 2 & 5

Common Stock

03/31/00

100

7.81

609,548

See Notes 2 & 5

Common Stock

07/07/00

100

7.45

609,548

See Notes 2 & 5

Common Stock

07/07/00

3,600

7.45

609,548

See Notes 2 & 5

Common Stock

12/19/00

2,300

12.65

609,548

See Notes 2 & 5

Common Stock

03/31/00

7,500

7.81

616,800

See Notes 2 & 5

Common Stock

07/07/00

100

7.45

616,800

See Notes 3 & 5

Common Stock

07/07/00

5,100

7.45

616,800

See Notes 3 & 5

Common Stock

12/19/00

3,100

12.65

616,800

See Notes 3 & 5

Common Stock

03/31/00

1,800

7.81

1,463,100

D & I

See Notes 4 & 5

Common Stock

07/07/00

1,300

7.45

1,463,100

D & I

See Notes 4 & 5

Common Stock

11/16/00

40,000

12.75

1,463,100

D & I

See Notes 4 & 5

Common Stock

12/19/00

800

12.65

1,463,100

D & I

See Notes 4 & 5

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).

Persons who respond to the collection of information contained
(Over)
in this form are not required to respond unless the form displays SEC 1474 (3-00)

a currently valid OMB control number.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of
Derivative Security
(Instr. 4)

2. Conver-
sion or
Exercise
Price of
Deri-
vative
Security

3. Trans-
action
Date

(Month/
Day/
Year)

4. Trans-
action
Code
(Instr. 8)

5. Number of Deriv-
ative Securities Ac-
quired (A) or Dis-
posed of (D)
(Instr. 3, 4, and 5)

6. Date Exer-
cisable and
Expiration
Date
(Month/Day/
Year).

7. Title and Amount of Securities
Underlying
Derivative Security
(Inst. 4)

8. Price
of
Deriv-
ative
Secur-
ity
(Instr.
5)

9. Number
of deriv-
ative
Secur-
ities
Bene-
ficially
Owned
at End
of
Year
(Instr. 4)

10. Owner-
ship
Form of
Deriv-
ative
Security:
Direct
(D) or
Indirect
(I)
(Instr. 4)

11. Nature of Indirect
Beneficial Ownership
(Instr. 5)

(A)

(D)

Date
Exer-
cisable

Expira-
tion
Date

Title

Amount or
Number of
Shares

Explanation of Responses:

(1) The reporting persons consist of (i) Eastbourne Capital Management, L.L.C. ("Eastbourne"), a registered investment adviser and general partner of investment limited partnerships; (ii) Richard Jon Barry, General Managing Director of Eastbourne; (iii) Black Bear Fund I, L.P. ("Black Bear I"), an investment limited partnership of which Eastbourne is the general partner and (iv) Black Bear Offshore Fund Limited ("Black Bear Offshore"), a Cayman Islands exempted company of which Eastbourne is the investment adviser. Each reporting person disclaims membership in a group with any other person within the meaning of Rule 13d-5(b)(i) and Rule 16a-1(a)(1) under the Exchange Act.

(2) These securities are owned directly by Black Bear I. Each of the other reporting persons disclaims beneficial ownership of the shares held by Black Bear I except to the extent of its pecuniary interest therein.

(3) These securities are owned directly by Black Bear Offshore. Each of the other reporting persons disclaims beneficial ownership of the shares held by Black Bear Offshore except to the extent of its pecuniary interest therein.

(4) These securities are owned by investment advisory accounts of Eastbourne.

(5) Each reporting person has only a pro rata interest in the securities with respect to which indirect beneficial ownership is reported and disclaims beneficial ownership in such securities except to the extent of such reporting person's pecuniary interest.

Dated: March 2, 2001

EASTBOURNE CAPITAL MANAGEMENT, L.L.C.

By: \s\ Eric M. Sippel

Eric M. Sippel

Chief Operating Officer

BLACK BEAR OFFSHORE FUND LIMITED

By: Eastbourne Capital Management, L.L.C.
Attorney-in-Fact

By: \s\ Eric M. Sippel

Eric M. Sippel

Chief Operating Officer

BLACK BEAR FUND I, L.P.

By: Eastbourne Capital Management, L.L.C.
General Partner

By: \s\ Eric M. Sippel

Eric M. Sippel

Chief Operating Officer

\s\ Richard Jon Barry

Richard Jon Barry

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.

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Joint Filer Information

Dated: March 2, 2001

Name: Richard Jon Barry

Address: 1101 Fifth Avenue, Suite 1600, San Rafael, CA 94901

Designated Filer: Eastbourne Capital Management, L.L.C.

Issuer and Ticker Symbol: Il Fornaio (America) Corporation

Statement for Month/Year: December 2000

Signature: \s\ Richard Jon Barry

Richard Jon Barry

Name: Black Bear Fund I, L.P.

Address: 1101 Fifth Avenue, Suite 1600, San Rafael, CA 94901

Designated Filer: Eastbourne Capital Management, L.L.C.

Issuer and Ticker Symbol: Il Fornaio (America) Corporation

Statement for Month/Year: December 2000

Signature: Black Bear Fund I, L.P.

By: Eastbourne Capital Management, L.L.C.

General Partner

By: \s\ Eric M. Sippel

Eric M. Sippel, Chief Operating Officer

Name: Black Bear Offshore Fund Limited

Address: 1101 Fifth Avenue, Suite 1600, San Rafael, CA 94901

Designated Filer: Eastbourne Capital Management, L.L.C.

Issuer and Ticker Symbol: Il Fornaio (America) Corporation

Statement for Month/Year: December 2000

Signature: Black Bear Offshore Fund Limited

By: Eastbourne Capital Management, L.L.C.

Attorney-in-Fact

By: \s\ Eric M. Sippel

Eric M. Sippel, Chief Operating Officer

IL FORNAIO AMERICA CORP 5/A