<PAGE>
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
VIXEL CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
928552108
(CUSIP Number)
December 31, 1999
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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>
<PAGE>
CUSIP 928552108 SCHEDULE 13G Page 2 of 10
1 Name of Reporting Person San Francisco Sentry
Investment Company, LLC
IRS Identification No. of Above Person 94-3235398
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization California
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY 6 Shared Voting Power 1,162,674
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 1,162,674
9 Aggregate Amount Beneficially Owned by
Each Reporting Person 1,162,674
10 Check Box if the Aggregate Amount in Row (9)
Excludes Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 5.0%
12 Type of Reporting Person IA
<PAGE>
<PAGE>
CUSIP 928552108 SCHEDULE 13G Page 3 of 10
1 Name of Reporting Person Richard E. Dirickson
IRS Identification No. of Above Person
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization USA
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY 6 Shared Voting Power 1,162,674
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 1,162,674
9 Aggregate Amount Beneficially Owned by
Each Reporting Person 1,162,674
10 Check Box if the Aggregate Amount in Row (9)
Excludes Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 5.0%
12 Type of Reporting Person IN
<PAGE>
<PAGE>
CUSIP 928552108 SCHEDULE 13G Page 4 of 10
1 Name of Reporting Person Steven A. Ledger
IRS Identification No. of Above Person
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization USA
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY 6 Shared Voting Power 1,162,674
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 1,162,674
9 Aggregate Amount Beneficially Owned by
Each Reporting Person 1,162,674
10 Check Box if the Aggregate Amount in Row (9)
Excludes Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 5.0%
12 Type of Reporting Person IN
<PAGE>
<PAGE>
CUSIP 928552108 SCHEDULE 13G Page 5 of 10
1 Name of Reporting Person Timothy M. Spicer
IRS Identification No. of Above Person
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization USA
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY 6 Shared Voting Power 1,162,674
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 1,162,674
9 Aggregate Amount Beneficially Owned by
Each Reporting Person 1,162,674
10 Check Box if the Aggregate Amount in Row (9)
Excludes Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 5.0%
12 Type of Reporting Person IN
<PAGE>
<PAGE>
CUSIP 928552108 SCHEDULE 13G Page 6 of 10
Item 1(a). Name of Issuer.
Vixel Corporation
Item 1(b). Address of Issuer's Principal Executive Offices.
11911 Northcreek Parkway South
Bothell, WA 98011
Item 2(a). Names of Persons Filing.
San Francisco Sentry Investment Company, LLC
Item 2(b). Address of Principal Business Office or, if none,
Residence.
100 Pine Street, San Francisco, CA 94111
Item 2(c). Citizenship.
United States.
Item 2(d). Title of Class of Securities.
Common Stock
Item 2(e). CUSIP Number.
928552108
Item 3. Type of Reporting Person.
If this statement is filed pursuant to Sections
240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a:
(a) [ ] Broker or dealer registered under
section 15 of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of
the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under
section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8).
(e) [x] An investment adviser in accordance with
Section 240.13d-1(b)(1)(ii)(E) (San Francisco
Sentry Investment Company, LLC);
<PAGE>
<PAGE>
CUSIP 928552108 SCHEDULE 13G Page 7 of 10
(f) [ ] An employee benefit plan or endowment
fund in accordance with Section 240.13d-
1(b)(1)(ii)(F);
(g) [x] A parent holding company or control
person in accordance with Section 240.13d-
1(b)(1)(ii)(G) (Richard E. Dirickson; Steven A.
Ledger; Timothy M. Spicer);
(h) [ ] A savings associations as defined in
Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the
definition of an investment company under
section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Section 240.13d-
1(b)(1)(ii)(J).
If this statement is filed pursuant to Section
240.13d-1(c), check this box. [ ]
Item 4. Ownership.
Reference is hereby made to Items 5-9 and 11 of page
two (2) of this Schedule 13G, which Items are incorporated by
reference herein. This amendment does not report a change in
beneficial ownership, but is being filed solely to reflect a 2-
for-3 reverse stock split not accounted for in the previous
filing.
Because each of Richard E. Dirickson, Steven A. Ledger
and Timothy M. Spicer own a 33-1/3% interest in San Francisco
Sentry Investment Company, LLC and as Timothy M. Spicer is also
the portfolio manager, it is possible that Richard E. Dirickson,
Steven A. Ledger and/or Timothy M. Spicer may be deemed a
beneficial owner of the Company's shares held by San Francisco
Sentry Investment Company, LLC by virtue of the definition of
"beneficial owners" in Rule 13d-3 under the Securities Exchange
Act of 1934. The filing of this Schedule shall not be construed
as an admission by Richard E. Dirickson, Steven A. Ledger or
Timothy M. Spicer that he is a beneficial owner of any securities
of the Company or an admission by any of the filing persons that
they are members of a group.
It is possible that the individual directors, executive
officers, members, and/or managers of San Francisco Sentry
Investment Company, LLC might be deemed the "beneficial owners"
of some or all of the securities to which this Schedule relates
in that they might be deemed to share the power to direct the
voting or disposition of such securities. Neither the filing of
<PAGE>
<PAGE>
CUSIP 928552108 SCHEDULE 13G Page 8 of 10
this Schedule nor any of its contents shall be deemed to
constitute an admission that any of such individuals is, for any
purpose, the beneficial owner of any of the securities to which
this Schedule relates, and such beneficial ownership is expressly
disclaimed.
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.
San Francisco Sentry Investment Company, LLC is deemed
to be the beneficial owner of the number of securities reflected
in Items 5-9 and 11 of page two (2) of this Schedule 13G pursuant
to separate arrangements whereby San Francisco Sentry Investment
Company, LLC acts as investment adviser to certain persons. Each
person for whom the reporting person acts as investment adviser
has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the common
stock purchased or held pursuant to such arrangements.
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 Group.
Not applicable.
Item 10. Certification.
By signing below, the undersigned certifies that, to
the best of his knowledge and belief, the securities referred to
above were acquired and are held in the ordinary course of
business and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction
having that purpose or effect.
<PAGE>
<PAGE>
CUSIP 928552108 SCHEDULE 13G Page 9 of 10
Signature
After reasonable inquiry and to the best of my
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
DATED: March 13, 2000
SAN FRANCISCO SENTRY INVESTMENT
COMPANY, LLC
/s/ Timothy M. Spicer By: /s/ Timothy M. Spicer
_____________________________ _______________________________
Timothy M. Spicer Title: Manager Member
/s/ Steven A. Ledger /s/ Richard E. Dirickson
_____________________________ ____________________________________
Steven A. Ledger Richard E. Dirickson
<PAGE>
<PAGE>
CUSIP 928552108 SCHEDULE 13G Page 10 of 10
EXHIBIT A
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby execute this
agreement as an exhibit to this Schedule 13G to evidence the agreement
of the below-named parties, in accordance with rules promulgated
pursuant to the Securities Exchange Act of 1934, to file this Schedule
and any subsequent amendment jointly on behalf of each of such parties.
DATED: March 13, 2000
SAN FRANCISCO SENTRY INVESTMENT
COMPANY, LLC
/s/ Timothy M. Spicer By: /s/ Timothy M. Spicer
_____________________________ _______________________________
Timothy M. Spicer Title: Manager Member
/s/ Steven A. Ledger /s/ Richard E. Dirickson
_____________________________ ____________________________________
Steven A. Ledger Richard E. Dirickson
