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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
________________FemRx, Inc.___________________
(Name of Issuer)
_______Common Stock, $0.001 par value___________
(Title of Class of Securities)
____________ 314463 10 0 __________________
(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 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 Notes).
Page 1 of 7 pages
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CUSIP No. 314463 10 0 13G Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew M.Thompson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California, United States
NUMBER OF 5 SOLE VOTING POWER
SHARES 471,461
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
10,000
7 SOLE DISPOSITIVE POWER
471,461
8 SHARED DISPOSITIVE POWER
10,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
481,4611
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4%
12 TYPE OF REPORTING PERSON*
IN
1 Includes 448,128 shares held by Andrew Markham Thompson & Sylvia Astrid
Thompson TTEE Thompson Family Trust U/A DTD 04/22/93 and 10,000 shares held by
Savage-Thompson Management.
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 7 pages
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CUSIP No. 314463 10 0 13G Page 3 of 7 Pages
---------------------- ------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew Markham Thompson & Sylvia Astrid Thompson TTEE
Thompson Family Trust U/A DTD 04/22/93
2 CHECK THE APPROPRIATE BOX IF A MEMBEROF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California, United States
NUMBER OF 5 SOLE VOTING POWER
SHARES 448,128
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
448,128
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
448,128
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 7 pages
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CUSIP No. 314463 10 0 13G Page 4 of 7 Pages
---------------------- -------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Savage-Thompson Management
2 CHECK THE APPROPRIATE BOX IF A MEMBEROF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California, United States
NUMBER OF 5 SOLE VOTING POWER
SHARES 10,000
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
10,000
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 4 of 7 pages
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Item 1.
(a) Name of Issuer: FemRx, Inc.
(b) Address of Issuer's Principal Executive Offices:
1221 Innsbruck Drive
Sunnyvale, CA 94089
Item 2.
(a) Name of Person Filing:
Andrew M. Thompson
Andrew Markham Thompson & Sylvia Astrid Thompson
TTEE Thompson Family Trust U/A DTD 04/22/93
("Trust")
Savage-Thompson Management ("STM")
(b) Address of Principal Business Office or, if none, Residence:
1221 Innsbruck Drive
Sunnyvale, CA 94089
(c) Citizenship:
Andrew M. Thompson: California, United States
Trust: California, United States
STM: California, United States
(d) Title of Class of Securities: Common Stock, $0.001 par
value
(e) CUSIP Number: 314463 10 0
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
Not applicable.
Item 4. Ownership
(a) Amount Beneficially Owned:
Andrew M. Thompson: 481,461*
Trust: 448,128
STM: 10,000
* Includes 448,128 shares held in the Andrew Markham Thompson and Sylvia
Astrid Thompson TTEE Thompson Family Trust U/A DTD 04/22/93 and 10,000 shares
held by Savage-Thompson Management.
(b) Percent of Class:
Andrew M. Thompson: 5.4%
Trust: 5.1%
STM: 0.1%
Page 5 of 7 pages
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(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
Andrew M. Thompson: 471,461
Trust: 448,128
STM: 10,000
(ii)shared power to vote or to direct the vote:
Andrew M. Thompson: 10,000
Trust: 0
STM: 0
(iii) sole power to dispose or to direct the disposition of:
Andrew M. Thompson: 471,461
Trust: 448,128
STM: 10,000
(iv)shared power to dispose or to direct the disposition of:
Andrew M. Thompson: 10,000
Trust: 0
STM: 0
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of a Group
Not applicable.
Item 10. Certification
Not applicable.
Page 6 of 7 pages
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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.
February 12, 1998
Date
/s/ Andrew M. Thompson
----------------------
Andrew M. Thompson
Andrew Markham Thompson & Sylvia Astrid Thompson
TTEE Thompson Family Trust U/A DTD 04/22/93
/s/ Andrew M. Thompson
-----------------------
Andrew M. Thompson, Trustee
Savage-Thompson Management
/s/ Andrew M. Thompson
-----------------------
Andrew M. Thompson, Partner
Page 7 of 7 pages
