TYPE                       SC 13G/A
SROS                       NASD
     NAME                  Michael T. Brophy
     PHONE                 610-578-1281
     CIK                   810717
     CCC                   b7pf@xsm
NAME                       Tweeter Home Entertainment Group
     CIK                   0001060390
     IRS-NUMBER            043417513

                                  UNITED STATES
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                 Under the Securities Exchange Act of 1934
                                 (Amendment #1)*

                               Tweeter Home Entertainment Group
                                      (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                 (CUSIP Number)

Check the following box if a fee is being paid with this statement -----. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).

*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 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

CUSIP No.   901167106                                                   13G


        Pilgrim Baxter & Associates, Ltd.






NUMBER OF         5    SOLE VOTING POWER    1,126,600
EACH              7    SOLE DISPOSITIVE POWER        1,142,600






12   TYPE OF REPORTING PERSON*              IA


                          INSTRUCTIONS FOR SCHEDULE 13G

Instructions for Cover Page
(1) Names and Social Security Numbers of Reporting Persons-Furnish the full
legal name of each person for whom the report is filed-i.e., each person
required to sign the schedule itself-including each member of a group. Do not
include the name of a person required to be identified in the report but who is
not a reporting person. Reporting persons are also requested to furnish their
Social Security or l.R.S. identification numbers, although disclosure of such
numbers is voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING
WITH SCHEDULE 13G," below).

(2) If any of the shares beneficially owned by a reporting person are held as a
member of a group and such membership is expressly affirmed, please check row
2(a). If the membership in a group is disclaimed or the reporting person
describes a relationship with other persons but does not affirm the existence of
a group, please check row 2(b) [unless a joint filing pursuant to Rule 13d-1
(e)(1) in which case it may not be necessary to check row 2(b)] .

(3) The third row is for SEC internal use; please leave blank.

(4) Citizenship or Place of Organization-Furnish citizenship if the named
reporting person is a natural person. Otherwise, furnish place of organization.

(5)-(9), (11) Aggregate Amount Beneficially Owned by Each Reporting Person,
Etc.-Rows (5) through (9) inclusive, and (11) are to be completed in accordance
with the provisions of Item 4 of Schedule 13G. All percentages are to be rounded
off to the nearest tenth (one place after decimal point).

(10)   Check if the aggregate amount reported as beneficially owned in row (9)
       does not include shares as to which beneficial ownership is disclaimed
       pursuant to Rule 13d-4 [17 CFR 240.13d-4] under the Securities Exchange
       Act of 1934.

(12) Types of Reporting Person-Please classify each "reporting person" according
to the following breakdown (see Item 3 of Schedule 13G) and place the
appropriate symbol on the form:

Category                                                      Symbol
Broker-Dealer                               BD
Bank                                        BK
Insurance Company                           IC
Investment Company                          IV
Investment Adviser                          IA
Employee Benefit Plan, Pension Fund,
or Endowment Fund                           EP
Parent Holding Company                      HC
Corporation                                 CO
Partnership                                 PN
Individual                                  IN
Other                                       OO

Attach as many copies of the second part of the cover page as are needed, one
reporting person per page. Filing persons may, in order to avoid unnecessary
duplication, answer items on the schedules (Schedule 13D, 13G or 14D-1) by
appropriate cross references to an item or items on the cover page(s). This
approach may only be used where the cover page item or items provide all the
disclosure required by the schedule item. Moreover, such a use of a cover page
item will result in the item becoming a part of the schedule and accordingly
being considered as "filed" for purposes of Section 18 of the Securities
Exchange Act or otherwise subject to the liabilities of that section of the Act.
Reporting persons may comply with their cover page filing requirements by filing
either completed copies of the blank forms available from the Commission,
printed or typed facsimiles, or computer printed facsimiles, provided the
documents filed have identical formats to the forms prescribed in the
Commission's regulations and meet existing Securities Exchange Act rules as to
such matters as clarity and size (Securities Exchange Act Rule 12b-12).


Under Sections 13(d), 13(9), and 23 of the Securities Exchange Act of 1934 and
the rules and regulations thereunder, the Commission is authorized to solicit
the information required to be supplied by this schedule by certain security
holders of certain issuers. Disclosure of the information specified in this
schedule is mandatory, except for Social Security or l.R.S. identification
numbers, disclosure of which is voluntary. The information will be used for the
primary purpose of determining and disclosing the holdings of certain beneficial
owners of certain equity securities. This statement will be made a matter of
public record. Therefore, any information given will be available for inspection
by any member of the public. Because of the public nature of the information,
the Commission can utilize it for a variety of purposes, including referral to
other governmental authorities or securities self-regulatory organizations for
investigatory purposes or in connection with litigation involving the Federal
securities laws or other civil, criminal or regulatory statutes or provisions,
Social Security or I.R.S. identification numbers, if furnished, will assist the
Commission in identifying security holders and, therefore, in prompt processing
statements of beneficial ownership of securities. Failure to disclose the
information requested by this schedule, except for Social Security or I.R.S.
identification numbers, may result in civil or criminal action against the
persons involved for violation of the Federal securities laws and rules
promulgated thereunder.

                              GENERAL INSTRUCTIONS

A. Statements containing the information required by this schedule shall be
filed not later than February 14 following the calendar year covered by the
statement or within the time specified in Rule 13d-1 (b)(2), if applicable.

B. Information contained in a form which is required to be filed by rules under
section 13(f)(15 U.S.C. 78m(f)) for the same calendar year as that covered by a
statement on this schedule may be incorporated by reference in response to any
of the items of this schedule. If such information is incorporated by reference
in this schedule, copies of the relevant pages of such form shall be filed as an
exhibit to this schedule.

C. The item numbers and captions of the items shall be included but the text of
the items is to be omitted. The answers to the items shall be so prepared as to
indicate clearly the coverage of the items without referring to the text of the
items. Answer every item. If an item is inapplicable or the answer is in the
negative, so state.

Item 1.

(a) Name of Issuer              Tweeter Home Entertainment Group
(b) Address of Issuer's Principal Executive Offices
10 Pequot Way
Canton, MA  02021

Item 2.

(a) Name of Person Filing        Pilgrim Baxter & Associates, Ltd.
(b) Address of Principal  Business  Office or, if none,  Residence
      1400 Liberty Ridge Drive, Wayne, PA 19087-5593
(c) Citizenship     PA
(d) Title of Class of Securities     Common Stock
(e) CUSIP Number     901167106

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check
whether the person filing is a:

(a)       Broker or Dealer registered under Section 15 of the Act

(b)       Bank as defined in section 3(a)(6) of the Act

(c)       Insurance Company as defined in section 3(a)(19) of the act

(d)       Investment  Company  registered  under  section 8 of the Investment
          Company Act

(e) X   Investment Adviser registered under section 203 of the Investment
           Advisers Act of 1940

(f)      Employee  Benefit  Plan,  Pension  Fund  which  is  subject  to the
          provisions of the Employee  Retirement  Income Security Act of 1974
          or Endowment Fund; see  240.13d-1(b)(1)(ii)(F) (g) Parent Holding
          Company, in accordance with
          240.13d-1(b)(ii)(G) (Note: See Item 7)

(h)       Group, in accordance with  240.13d-1(b)(1)(ii)(H)

Item 4. Ownership
If the percent of the class owned, as of December 31 of the year covered by the
statement, or as of the last day of any month described in Rule 13d-1 (b)(2), if
applicable, exceeds five percent, provide the following information as of that
date and identify those shares which there is a right to acquire. (a) Amount
Beneficially Owned 1,142,600 (b) Percent of Class 4.93

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

(i)      sole power to vote or to direct the vote             1,126,600

(ii)     shared power to vote or to direct the vote

(iii)    sole power to dispose or to direct the disposition of         1,142,600

 (iv)    shared power to dispose or to direct the disposition of

Instruction: For computations regarding securities which represent a right to
acquire an underlying security see Rule 13d-3(d)(1).

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 X. Instruction:
Dissolution of a group requires a response to this item.

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.

Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company If a parent holding
company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate
under Item 3(9) and attach an exhibit stating the identity and the Item 3
classification of the relevant subsidiary. If a parent holding company has filed
this schedule pursuant to Rule 13d-1(c), attach an exhibit stating the
identification of the relevant subsidiary.

Item 8. Identification and Classification of Members of the Group If a group has
filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so indicate under Item
3(h) 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 Rule
13d-1(c), attach an exhibit stating the identity of each member of the group.

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.

Item 10. Certification
The following certification shall be included if the statement is filed pursuant
to Rule 13d-1(b): By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such securities
and were not acquired in connection with or as a participant in any transaction
having such purposes or effect.


After reasonable inquiry and to the best of my knowledge and belief, l certify
that the information set forth in this statement is true, complete and correct.


/s/ Michael T. Brophy

Michael T. Brophy, Senior Compliance Officer

The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)