UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

This Amendment (“Amendment No. 1”) is being jointly filed by Mark J. Wattles and Wattles Capital Management (“WCM”) pursuant to Rule 13d-1(k) of the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Mr. Wattles and WCM are together referred to as the “Reporting Persons.”

This Amendment No. 1 amends the Schedule 13D originally filed with the Commission on August 8, 2005 (the “Original Schedule 13D”).  The Original Schedule 13D, as amended by Amendment No. 1, is referred to as the “Schedule 13D.”

All terms used, but not defined, in this Amendment No. 1 are defined in the Schedule 13D.  The summary descriptions (if any) contained herein of certain agreements and documents are qualified in their entirety by reference to the complete text of such agreements and documents filed as Exhibits hereto or incorporated herein by reference.

Item 4 of the Original Schedule 13D is amended and restated in its entirety as follows:

Item 4.

Purpose of Transaction

The Reporting Persons acquired the Shares for investment purposes.  The Reporting Persons intend to continually evaluate and review the Issuer’s business affairs, financial position and future prospects, as well as conditions in the securities markets and general economic and industry conditions.  Based on such evaluation and review and other factors, the Reporting Persons will continue to consider various alternative courses of action and will in the future take such actions with respect to their investment in the Issuer as they deem appropriate in light of the circumstances existing from time to time.  Such actions may involve the purchase of additional securities of the Issuer or, alternatively, may involve the sale of all or a portion of the securities of the Issuer held by the Reporting Persons, in each case in the open market or in privately negotiated transactions.  Such actions may also include communicating with management, the board of directors and shareholders of the Issuer; seeking to acquire control of the Issuer through a merger, proxy solicitation, tender offer, significant equity investment, exchange offer or otherwise; or such other actions as the Reporting Persons may deem appropriate.

By letter dated August 16, 2005, Reporting Persons proposed to the board of directors of the Issuer that the Issuer consider raising additional capital through the sale of equity or other securities, and Reporting Persons expressed an interest in providing, under the appropriate circumstances, such additional capital.

Except as described herein, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions described in Item 4(a) through (j) of Schedule 13D.  The Reporting Persons reserve the right to acquire or dispose of securities of the Issuer or to formulate other purposes, plans or proposals regarding the Issuer or its securities to the extent deemed advisable in light of general investment considerations, market conditions and other factors.

Item 5 of the Original Schedule 13D is amended and restated in its entirety as follows:

Item 5.

Interest in Securities of the Issuer

(a)-(b)     As of August 16, 2005, WCM owned 2,807,809 shares of Common Stock.  According to the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, there were 24,642,179 shares of Common Stock issued and outstanding as of August 5, 2005. Based on the foregoing, WCM may be deemed to have sole voting and dispositive power over, and therefore beneficial ownership of, approximately 11.4% of such issued and outstanding Common Stock.  Because Mr. Wattles owns all of the membership interests of WCM, he may be deemed to have indirect beneficial ownership of the Common Stock owned by WCM.

(c)           As of June 9, 2005, WCM owned 741,281 shares of Common Stock.  The following transactions were effected by WCM during the sixty days preceding August 8, 2005:

The following transactions have were effected by WCM during the period from August 8, 2005 (the date of the Original Schedule 13D) to August 16, 2005:

All such transactions were purchases of Common Stock effected in the open market.

(d)           No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of, dividends from or proceeds from the sale of the Shares.

(e)           Not applicable.

Item 7 of the Original Schedule 13D is amended and restated in its entirety as follows:

Item 7.

Material to Be Filed as Exhibits

Exhibit 1

Joint Filing Agreement, dated as of August 8, 2005, by and between Wattles Capital Management, LLC and Mark J. Wattles, incorporated by reference to Exhibit 1 to Reporting Persons' Schedule 13D, dated July 28, 2005, and filed with the Securities and Exchange Commission on August 8, 2005.

Exhibit 2

Letter dated August 16, 2005, to Board of Directors of Tweeter Home Entertainment, Inc. from Mark J. Wattles and Wattles Capital Management, LLC.

August 16, 2005

WATTLES CAPITAL MANAGEMENT, LLC

By:

/s/ Mark J. Wattles

Name:

Mark J. Wattles

Title:

  President

/s/ Mark J. Wattles

Mark J. Wattles

Exhibit 2

Letter dated August 16, 2005, to Board of Directors of Tweeter Home Entertainment, Inc. from Mark J. Wattles and Wattles Capital Management, LLC.