RIBI IMMUNOCHEM RESEARCH INC
SC 13G/A, 1999-01-21
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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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. 5             ) *

                         Ribi Immunochem Research Inc.
                                (Name of Issuer)

                                     Common
                         (Title of Class of Securities)

                                    76255310
                                 (CUSIP Number)


- --------------------------------------------------------------------------------
            (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).





Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.

                               Page 1 of 3 pages


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CUSIP No.          76255310


         1.  Names of Reporting Persons.          WEISS, PECK & GREER, L.L.C.
             I.R.S. Identification Nos. of above persons (entities only).    
             13-2649199

         2.  Check the Appropriate Box if a Member of a Group (See Instructions)

             (a) |_|

             (b) |X|

         3.  SEC Use Only

         4.  Citizenship or Place of Organization    DELAWARE

Number of             5.  Sole Voting Power             0
Shares Bene-
ficially owned        6.  Shared Voting Power           158,500
by Each
Reporting             7.  Sole Dispositive Power        0
Person With:
                      8.  Shared Dispositive Power      158,500

         9.  Aggregate Amount Beneficially Owned by Each Reporting Person    
             158,500

        10.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares
             (See Instructions)                                        |X|

        11.  Percent of Class Represented by Amount in Row (11)        .78

        12.  Type of Reporting Person (See Instructions)

BD, IA








- --------------------------------------------------------------------------------











                               Page 2 of 3 pages


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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 10.   Certification

     By signing below I certify that, to the best of my 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.

                                   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.

                                                January 20, 1999
                                  ----------------------------------------------
                                                      Date

                                            /s/ Richard S. Pollack
                                  ----------------------------------------------
                                                    Signature

                                       Richard S. Pollack, General Counsel
                                  ----------------------------------------------
                                                   Name/Title

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.

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties for whom copies are to be sent.

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






                               Page 3 of 3 pages








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