SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)1
HELLO DIRECT, INC.
- - ------------------------------
(Name of Issuer)
COMMON STOCK
- - ---------------------------------
(Title of Class of Securities)
423402106
- - -----------------------
(Cusip Number)
1The 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.)
[Continued on the following page(s)]
Page 1 of 6 Pages
CUSIP No. 423402106 13G Page 2 of 6
Pages
- - ----------------------------------------------------------------
1. Name of reporting persons
S.S. or I.R.S. identification no. of above persons
Crosspoint Venture Partners II
77-0027933
- - ----------------------------------------------------------------
2. Check the appropriate box if a member of a group*
(a)[ ]
(b)[ x ]
- - ----------------------------------------------------------------
3. SEC use only
- - ----------------------------------------------------------------
4. Citizenship or place of organization
Massachusetts
- - ----------------------------------------------------------------
5. Sole Voting Power
1,233,668
Number of -----------------------------
shares 6. Shared Voting Power
beneficially
owned by 1,233,668
each -----------------------------
reporting 7. Sole Dispositive Power
person
with 1,233,688
-----------------------------
8. Shared Dispositive Power
1,233,688
- - ---------------------------------------------------------------
9. Aggregate amount beneficially owned by each reporting
person
1,233,688
- - ----------------------------------------------------------------
10. Check box if the aggregate amount in row (9) excludes certain
shares*
[ ]
- - ----------------------------------------------------------------
11. Percent of class represented by amount in row 9
24.31%
- - ----------------------------------------------------------------
12. Type of reporting person
PN
CUSIP No. 423402106 13G Page 3 of 6
Pages
Item 1(a). Name of Issuer:
HELLO DIRECT, INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
5893 Rue Ferrari
San Jose CA 95138
Item 2(a). Name of Person Filing:
Crosspoint Venture Partners II
Item 2(b). Address of Principal Business Office or, if None,
Residence:
2925 Woodside Road
Woodside, CA 94062
Item 2(c). Citizenship:
USA
Item 2(d). Title of Class of Securities:
COMMON STOCK
Item 2(e). CUSIP Number:
423402106
Item 3. If this statement is filed pursuant to Rules 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) [ ] Investment Adviser registered under Section 203
of the
Investment Advisers Act of 1940,
CUSIP No. 423402106 13G Page 4 of 6
Pages
(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 13d-
1(b)(1)(ii)(F),
(g) [ ] Parent Holding Company, in accordance with Rule
13d-
1(b)(1)(ii)(G); see Item 7,
(h) [ ] Group, in accordance with Rule 13d-
1(b)(1)(ii)(H).
Item 4. Ownership:
(a) Amount beneficially owned: 1,233,688
(b) Percent of Class: 24.31%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct
the vote 1,233,688
(ii) Shared power to vote or to direct
the vote 1,233,688
(iii) Sole power to dispose or to direct
the disposition of 1,233,688
(iv) Shared power to dispose or to direct
the disposition of 1,233,688
CUSIP No. 423402106 13G Page 5 of 6
Pages
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 [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
Item 8. Identification and Classification of Members of the Group.
Item 9. Notice of Dissolution of Group.
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 purpose or effect."
CUSIP No. 423402106 13G Page 6 of 6
Pages
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.
Date: January 29, 1998
Signature: --//John B. Mumford//--
Name/Title: John B. Mumford,General Partner
