UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Davox Corporation
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
239208-10-1
(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).
-1-<PAGE>
CUSIP No. 239208-10-1 SCHEDULE 13G Page 2 of 20
1 Name Of Reporting Person H&Q LONDON VENTURES
IRS Identification No. Of Above Person 94-2966540
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
England
5 Sole Voting Power
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 56,772
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
56,772
9 Aggregate Amount Beneficially Owned By Each Reporting Person
56,772
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.8%
12 Type Of Reporting Person *
PN
SEC 1745 (2/92)<PAGE>
CUSIP No. 239208-10-1 SCHEDULE 13G Page 3 of 20
1 Name Of Reporting Person H&Q VENTURES INTERNATIONAL C.V.
IRS Identification No. Of Above Person 98-0059340
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
Netherlands Antilles
5 Sole Voting Power
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 56,772
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
56,772
9 Aggregate Amount Beneficially Owned By Each Reporting Person
56,772
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.8%
12 Type Of Reporting Person *
PN
SEC 1745 (2/92)<PAGE>
CUSIP No. 239208-10-1 SCHEDULE 13G Page 4 of 20
1 Name Of Reporting Person VENTURE ASSOCIATES (BVI) LIMITED
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
Bermuda
5 Sole Voting Power
-0-
NUMBER OF
6 Shared Voting Power SHARES
BENEFICIALLY
56,772 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
56,772
9 Aggregate Amount Beneficially Owned By Each Reporting Person
56,772
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.8%
12 Type Of Reporting Person *
CO
SEC 1745 (2/92)<PAGE>
CUSIP No. 239208-10-1 SCHEDULE 13G Page 5 of 20
1 Name Of Reporting Person HAMQUIST
IRS Identification No. Of Above Person 94-2800484
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
California
5 Sole Voting Power
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 56,772
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
56,772
9 Aggregate Amount Beneficially Owned By Each Reporting Person
56,772
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.8%
12 Type Of Reporting Person *
PN
SEC 1745 (2/92)<PAGE>
CUSIP No. 239208-10-1 SCHEDULE 13G Page 6 of 20
1 Name Of Reporting Person H&Q INVESTORS
IRS Identification No. Of Above Person 94-2917768
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
California
5 Sole Voting Power
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 56,772
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
56,772
9 Aggregate Amount Beneficially Owned By Each Reporting Person
56,772
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.8%
12 Type Of Reporting Person *
PN
SEC 1745 (2/92)<PAGE>
CUSIP No. 239208-10-1 SCHEDULE 13G Page 7 of 20
1 Name Of Reporting Person H&Q VENTURES IV
IRS Identification No. Of Above Person 94-2940347
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
California
5 Sole Voting Power
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 56,772
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
56,772
9 Aggregate Amount Beneficially Owned By Each Reporting Person
56,772
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.8%
12 Type Of Reporting Person *
PN
SEC 1745 (2/92)<PAGE>
CUSIP No. 239208-10-1 SCHEDULE 13G Page 8 of 20
1 Name Of Reporting Person ANGLO-CONTINENTAL VENTURE INVESTORS
(BVI) LIMITED
IRS Identification No. Of Above Person 98-0105345
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
British Virgin Islands
5 Sole Voting Power
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 56,772
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
56,772
9 Aggregate Amount Beneficially Owned By Each Reporting Person
56,772
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.8%
12 Type Of Reporting Person *
CO
SEC 1745 (2/92)<PAGE>
CUSIP No. 239208-10-1 SCHEDULE 13G Page 9 of 20
1 Name Of Reporting Person HAMBRECHT & QUIST VENTURES PARTNERS
IRS Identification No. Of Above Person 94-2949080
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
California
5 Sole Voting Power
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 56,772
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
56,772
9 Aggregate Amount Beneficially Owned By Each Reporting Person
56,772
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.8%
12 Type Of Reporting Person *
PN
SEC 1745 (2/92)<PAGE>
CUSIP No. 239208-10-1 SCHEDULE 13G Page 10 of 20
1 Name Of Reporting Person H&Q MANAGEMENT CORPORATION
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
California
5 Sole Voting Power
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 56,772
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
56,772
9 Aggregate Amount Beneficially Owned By Each Reporting Person
56,772
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.8%
12 Type Of Reporting Person *
CO
SEC 1745 (2/92)<PAGE>
CUSIP No. 239208-10-1 SCHEDULE 13G Page 11 of 20
1 Name Of Reporting Person HAMBRECHT & QUIST GROUP
IRS Identification No. Of Above Person 94-2856927
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
California
5 Sole Voting Power
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 56,772
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
56,772
9 Aggregate Amount Beneficially Owned By Each Reporting Person
56,772
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.8%
12 Type Of Reporting Person *
CO
SEC 1745 (2/92)<PAGE>
CUSIP No. 239208-10-1 SCHEDULE 13G Page 12 of 20
1 Name Of Reporting Person WILLIAM R. HAMBRECHT
IRS Identification No. Of Above Person ###-##-####
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
United States
5 Sole Voting Power
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 56,772
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
56,772
9 Aggregate Amount Beneficially Owned By Each Reporting Person
56,772
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.8%
12 Type Of Reporting Person *
IN
SEC 1745 (2/92)<PAGE>
CUSIP No. 239208-10-1 SCHEDULE 13G Page 13 of 20
Item 1(a). Name of Issuer.
Davox Corporation (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices.
6 Technology Park Drive, Westford, MA 01886.
Item 2(a). Names of Persons Filing.
Reference is made to Item 1 of each of the cover
pages of this Amendment, which Items are incorporated by
reference herein.
Item 2(b). Address of Principal Business Office or, if none,
Residence.
The address of each reporting person is One Bush
Street, San Francisco, California 94104.
Item 2(c). Citizenship.
Reference is made to Item 4 of each of the cover
pages of this Amendment, which Items are incorporated by
reference herein.
Item 2(d). Title of Class of Securities.
Common Stock, $.10 par value ("Common Stock").
Item 2(e). CUSIP Number.
239208-10-1
Item 3. Type of Reporting Person.
Not applicable.
Item 4. Ownership.
Reference is made to Items 5-9 and 11 of each of
the cover pages to this Amendment, which Items are
incorporated by reference herein. According to information
furnished to the reporting persons by the Issuer, there were
6,845,179 shares of Common Stock issued and outstanding as of
December 31, 1995. At December 31, 1995, the following
shares of Common Stock were held directly by the following
persons:<PAGE>
CUSIP No. 239208-10-1 SCHEDULE 13G Page 14 of 20
Common Stock
Person Directly Owned
H&Q London Ventures 16,200
H&Q Ventures International C.V. 14,044
Venture Associates (BVI) Limited 6,152
Hamquist 2,722
H&Q Investors 786
H&Q Ventures II -0-
H&Q Ventures III -0-
H&Q Ventures IV 12,141
Anglo-Continental Venture
Investors (BVI) Limited 4,727
Hamco Capital Corporation -0-
______
TOTAL 56,772
======
Because voting and investment decisions concerning
the above securities may be made by or in conjunction with
Hambrecht & Quist Venture Partners, H&Q Management
Corporation, Hambrecht & Quist Group and William R.
Hambrecht, each of the reporting persons may be deemed a
member of a group that shares voting and dispositive power
over all of the above securities. Although the reporting
persons are reporting such securities as if they were members
of a group, the filing of this Amendment shall not be
construed as an admission by any reporting person that it is
a beneficial owner of any securities other than those
directly held by such reporting person.
Under the definition of "beneficial ownership" in
Rule 13d-3 under the Securities Exchange Act of 1934, it is
also possible that the individual general partners of
Hambrecht & Quist Venture Partners and/or the directors and
executive officers of H&Q Management Corporation or
Hambrecht & Quist Group might be deemed the "beneficial
owners" of some or all of the securities to which this
Amendment relates in that they might be deemed to share the
power to direct the voting or disposition of such securities.
Neither the filing of this Amendment nor any of its contents
shall be deemed to constitute an admission that any of such<PAGE>
CUSIP No. 239208-10-1 SCHEDULE 13G Page 15 of 20
individuals is, for any purpose, the beneficial owner of any
of the securities to which this Amendment relates, and such
beneficial ownership is expressly disclaimed.
This Amendment does not include shares of Common
Stock, if any, held by Hambrecht & Quist LLC in its trading
account if it is a market maker in the Issuer's Common Stock.
Item 5. Ownership of Five Percent or Less of a Class.
As of the date hereof, the reporting persons have
ceased to be beneficial owners of more than 5% of the Common
Stock. [x]
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 Group.
Not applicable.
Item 10. Certification.
Not applicable.<PAGE>
CUSIP No. 239208-10-1 SCHEDULE 13G Page 16 of 20
Signature
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete and
correct.
DATED: February 13, 1996.
H&Q LONDON VENTURES H&Q INVESTORS
By: /s/Jackie A. Berterretche By: /s/Jackie A. Berterretche
_________________________ _________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
H&Q VENTURES INTERNATIONAL, H&Q VENTURES IV
C.V.
By: /s/Jackie A. Berterretche By: /s/Jackie A. Berterretche
_________________________ _________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
VENTURE ASSOCIATES (BVI) ANGLO-CONTINENTAL VENTURE
LIMITED INVESTORS (BVI) LIMITED
By: /s/Jackie A. Berterretche By: /s/Jackie A. Berterretche
_________________________ _________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
HAMQUIST HAMBRECHT & QUIST VENTURE
PARTNERS
By: /s/Jackie A. Berterretche By: /s/Jackie A. Berterretche
_________________________ _________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact<PAGE>
CUSIP No. 239208-10-1 SCHEDULE 13G Page 17 of 20
H&Q MANAGEMENT CORPORATION HAMBRECHT & QUIST GROUP
By: /s/Jackie A. Berterretche By: /s/Jackie A. Berterretche
_________________________ _________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
WILLIAM R. HAMBRECHT
By: /s/Jackie A. Berterretche
_________________________
Jackie A. Berterretche
Attorney-in-Fact<PAGE>
CUSIP No. 239208-10-1 SCHEDULE 13G Page 18 of 20
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 19<PAGE>
CUSIP No. 239208-10-1 SCHEDULE 13G Page 19 of 20
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto,
hereby execute this agreement as an exhibit to this Amendment
to 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 Amendment and
any subsequent amendment jointly on behalf of each of such
parties.
DATED: February 13, 1996.
H&Q LONDON VENTURES H&Q INVESTORS
By: /s/Jackie A. Berterretche By: /s/Jackie A. Berterretche
_________________________ _________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
H&Q VENTURES INTERNATIONAL, H&Q VENTURES IV
C.V.
By: /s/Jackie A. Berterretche By: /s/Jackie A. Berterretche
_________________________ _________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
VENTURE ASSOCIATES (BVI) ANGLO-CONTINENTAL VENTURE
LIMITED INVESTORS (BVI) LIMITED
By: /s/Jackie A. Berterretche By: /s/Jackie A. Berterretche
_________________________ _________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
HAMQUIST HAMBRECHT & QUIST VENTURE
PARTNERS
By: /s/Jackie A. Berterretche By: /s/Jackie A. Berterretche
_________________________ _________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
H&Q MANAGEMENT CORPORATION <PAGE>
CUSIP No. 239208-10-1 SCHEDULE 13G Page 20 of 20
By: /s/Jackie A. Berterretche
_________________________
Jackie A. Berterretche
Attorney-in-Fact
HAMBRECHT & QUIST GROUP
By: /s/Jackie A. Berterretche
_________________________
Jackie A. Berterretche
Attorney-in-Fact
WILLIAM R. HAMBRECHT
By: /s/Jackie A. Berterretche
_________________________
Jackie A. Berterretche
Attorney-in-Fact<PAGE>
