<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 )*
-----
TOLLGRADE COMMUNICATIONS, INC.
----------------------------------------
(NAME OF ISSUER)
COMMON STOCK
----------------------------------------
(TITLE OF CLASS OF SECURITIES)
889542 10 6
----------------------------------------
(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 COVER PAGE.
THE INFORMATION REQUIRED IN THE REMAINDER OF THIS COVER PAGE SHALL NOT BE DEEMED
TO BE "FILED" FOR THE PURPOSES 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
NOTES).
PAGE 1 OF 5
<PAGE> 2
CUSIP NO. 889542 10 6 13G
--------------------------
-----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
R. CRAIG ALLISON
-----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) [ ]
NOT APPLICABLE (B) [ ]
-----------------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
-----------------------------------------------------------------------
5 SOLE VOTING POWER
321,591
NUMBER OF ---------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 30,000
OWNED BY ---------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 321,591
PERSON ---------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
30,000
---------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
351,591
-----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
NOT APPLICABLE
-----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.1%
-----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
-----------------------------------------------------------------------
PAGE 2 OF 5
<PAGE> 3
SCHEDULE 13-G
ITEM 1(A): NAME OF ISSUER:
TOLLGRADE COMMUNICATIONS, INC.
ITEM 1(B): ADDRESS OF ISSUER'S EXECUTIVE OFFICES:
493 NIXON ROAD
CHESWICK, PA 15024
ITEM 2(A): NAME OF PERSON FILING:
R. CRAIG ALLISON
ITEM 2(B): ADDRESS OF PRINCIPAL BUSINESS OFFICE:
C/O TOLLGRADE COMMUNICATIONS, INC.
493 NIXON ROAD
CHESWICK, PA 15024
ITEM 2(C): CITIZENSHIP:
UNITED STATES
ITEM 2(D): TITLE OF CLASS SECURITIES:
COMMON STOCK
ITEM 2(E): CUSIP NUMBER:
889542 10 6
ITEM 3:
NOT APPLICABLE
ITEM 4: OWNERSHIP:
(A) NUMBER OF SHARES BENEFICIALLY OWNED:
AS CALCULATED UNDER RULE 13D-3, AS OF DECEMBER 31,
1997, 351,591 (INCLUDES (I) 249,125 SHARES HELD BY R.
CRAIG ALLISON, OF WHICH MR. ALLISON HAS SOLE VOTING
AND DISPOSITIVE POWER; (II) 72,466 SHARES WHICH MAY
BE ACQUIRED PURSUANT TO CURRENTLY EXERCISABLE
OPTIONS, AS TO WHICH SHARES MR. ALLISON HAS SOLE
VOTING AND DISPOSITIVE POWER; AND (iii) 30,000 SHARES
HELD BY MR. ALLISON'S WIFE, AS TO WHICH SHARES MR.
ALLISON SHARES VOTING AND DISPOSITIVE POWER)
PAGE 3 OF 5
<PAGE> 4
SCHEDULE 13-G
(B) PERCENT OF CLASS:
6.1%
(C) POWERS: NO. OF SHARES
SOLE VOTING POWER 321,591
SHARED VOTING POWER 30,000
SOLE DISPOSITIVE POWER 321,591
SHARED DISPOSITIVE POWER 30,000
ITEM 5: OWNERSHIP OF 5% OR LESS OF A CLASS:
NOT APPLICABLE
ITEM 6: OWNERSHIP OF MORE THAN 5% ON BEHALF OF ANOTHER PERSON:
NOT APPLICABLE
ITEM 7: IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE ULTIMATE
PARENT COMPANY:
NOT APPLICABLE
ITEM 8: IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
NOT APPLICABLE
ITEM 9: NOTICE OF DISSOLUTION OF GROUP:
NOT APPLICABLE
PAGE 4 OF 5
<PAGE> 5
SCHEDULE 13-G
ITEM 10: CERTIFICATION
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.
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.
/S/ R. CRAIG ALLISON
------------------------------------
R. CRAIG ALLISON
DATE: 2/4/98
-------------------------------
PAGE 5 OF 5
