SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
(Amendment No. 2 )
CONNECT, INC.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities )
207528100
(CUSIP NUMBER)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] 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>
1) Name of Reporting Person Quaestus Partner Fund
SS or IRS Identification
Nos. of Above Person
2) Check the Appropriate Box (a) X
of A Member of Group
(See Instructions) (b)
3) SEC Use Only
4) Citizenship or Place of Wisconsin
Organization
Number of (5) Sole Voting Power 0
Shares
Beneficially Owned (6) Shared Voting Power
by Each Reporting
Person With (7) Sole Dispositive Power 0
(8) Shared Dispositive Power
9) Aggregate Amount 0
Beneficially Owned by
Each Reporting Person
10) Check if the Aggregate
Amount in Row (9)
Excludes Certain Shares
(See Instructions)
11) Percent of Class Represented
By Amount in Row 9 0%
12) Type of Reporting
Person (See Instructions) PN
<PAGE>
1) Name of Reporting Person Quaestus Limited Partnership
SS or IRS Identification
Nos. of Above Person
2) Check the Appropriate Box (a) X
of A Member of Group
(See Instructions) (b)
3) SEC Use Only
4) Citizenship or Place of Wisconsin
Organization
Number of (5) Sole Voting Power 1,015
Shares
Beneficially Owned (6) Shared Voting Power
by Each Reporting
Person With (7) Sole Dispositive Power 1,015
(8) Shared Dispositive Power
9) Aggregate Amount 1,015
Beneficially Owned by
Each Reporting Person
10) Check if the Aggregate
Amount in Row (9)
Excludes Certain Shares
(See Instructions)
11) Percent of Class Represented
By Amount in Row 9 Less than 1%
12) Type of Reporting
Person (See Instructions) PN
<PAGE>
1) Name of Reporting Person Network Partners
SS or IRS Identification
Nos. of Above Person
2) Check the Appropriate Box (a) X
of A Member of Group
(See Instructions) (b)
3) SEC Use Only
4) Citizenship or Place of Wisconsin
Organization
Number of (5) Sole Voting Power 24,200
Shares
Beneficially Owned (6) Shared Voting Power
by Each Reporting
Person With (7) Sole Dispositive Power 24,200
(8) Shared Dispositive Power
9) Aggregate Amount 24,200
Beneficially Owned by
Each Reporting Person
10) Check if the Aggregate
Amount in Row (9)
Excludes Certain Shares
(See Instructions)
11) Percent of Class Represented
By Amount in Row 9 Less than 1%
12) Type of Reporting
Person (See Instructions) PN
<PAGE>
1) Name of Reporting Person Richard W. Weening
SS or IRS Identification
Nos. of Above Person
2) Check the Appropriate Box (a) X
of A Member of Group
(See Instructions) (b)
3) SEC Use Only
4) Citizenship or Place of United States
Organization
Number of (5) Sole Voting Power 0
Shares
Beneficially Owned (6) Shared Voting Power
by Each Reporting
Person With (7) Sole Dispositive Power 0
(8) Shared Dispositive Power
9) Aggregate Amount 0
Beneficially Owned by
Each Reporting Person
10) Check if the Aggregate
Amount in Row (9)
Excludes Certain Shares
(See Instructions)
11) Percent of Class Represented
By Amount in Row 9 0%
12) Type of Reporting
Person (See Instructions) IN, HC
<PAGE>
1) Name of Reporting Person Charles Wright
SS or IRS Identification
Nos. of Above Person
2) Check the Appropriate Box (a) X
of A Member of Group
(See Instructions) (b)
3) SEC Use Only
4) Citizenship or Place of United States
Organization
Number of (5) Sole Voting Power 411
Shares
Beneficially Owned (6) Shared Voting Power
by Each Reporting
Person With (7) Sole Dispositive Power 411
(8) Shared Dispositive Power
9) Aggregate Amount 411
Beneficially Owned by
Each Reporting Person
10) Check if the Aggregate
Amount in Row (9)
Excludes Certain Shares
(See Instructions)
11) Percent of Class Represented
By Amount in Row 9 Less than 1%
12) Type of Reporting
Person (See Instructions) IN
<PAGE>
1) Name of Reporting Person Quaestus Management Corp.
SS or IRS Identification
Nos. of Above Person
2) Check the Appropriate Box (a) X
of A Member of Group
(See Instructions) (b)
3) SEC Use Only
4) Citizenship or Place of United States
Organization
Number of (5) Sole Voting Power 5,333
Shares
Beneficially Owned (6) Shared Voting Power
by Each Reporting
Person With (7) Sole Dispositive Power 5,333
(8) Shared Dispositive Power
9) Aggregate Amount 5,333
Beneficially Owned by
Each Reporting Person
10) Check if the Aggregate
Amount in Row (9)
Excludes Certain Shares
(See Instructions)
11) Percent of Class Represented
By Amount in Row 9 Less than 1%
12) Type of Reporting
Person (See Instructions) CO
<PAGE>
1) Name of Reporting Person Terrence J. Leahy
SS or IRS Identification
Nos. of Above Person
2) Check the Appropriate Box (a) X
of A Member of Group
(See Instructions) (b)
3) SEC Use Only
4) Citizenship or Place of United States
Organization
Number of (5) Sole Voting Power 604
Shares
Beneficially Owned (6) Shared Voting Power
by Each Reporting
Person With (7) Sole Dispositive Power 604
(8) Shared Dispositive Power
9) Aggregate Amount 604
Beneficially Owned by
Each Reporting Person
10) Check if the Aggregate
Amount in Row (9)
Excludes Certain Shares
(See Instructions)
11) Percent of Class Represented
By Amount in Row 9 Less than 1%
12) Type of Reporting
Person (See Instructions) IN
<PAGE>
Item 1(a) Name of Issuer.
CONNECT, Inc.
Item 1(b) Address of Issuer's Principal Executive
Office's
515 Ellis Street
Mountain View, CA 94043
Item 2(a) Names of Persons Filing.
Quaestus Limited Partnership
Quaestus Partner Fund
Network Partners
Quaestus Management Corp.
Richard W. Weening
Charles Wright
Terrence J. Leahy
Item 2(b) Address of Principal Business Office:
111 E. Kilbourn Avenue, Suite 2700
Milwaukee, WI 53202
Item 2(c) Citizenship:
Quaestus Limited Partnership, Quaestus
Partner Fund and Network Partners are
Wisconsin limited partnerships; Quaestus
Management Corp. is a Delaware corporation;
Messrs. Weening, Wright and Leahy are United
States citizens.
Item 2(d) Title of Class of Securities.
Common Stock, $.001 par value
Item 2(e) CUSIP Number.
207528100
Item 3 If this statement is filed pursuant to
Rule 13d-1(b), or 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).
<PAGE>
(e) ___ An investment
adviser in accordance with 240.13d-
1(b)(1)(ii)(E);
(f) ___ An employee benefit
plan or endowment fund in
accordance with 240.13d-
(b)(1)(ii)(F);
(g) ___ A parent holding
company or control person in
accordance with 240.13d-
1(b)(ii)(G);
(h) ___ A savings
association 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
240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
(a) Amount Beneficially Owned
See reporting person's cover sheet.
(b) Percent of Class
See reporting person's cover sheet.
(c) Number of shares as to which such person has
Each reporting person has sole voting and
dispositive power over the indicated shares.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report 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]
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.
Quaestus Partner Fund (PN);
Quaestus Limited Partnership (PN);
Network Partners (PN);
Quaestus Management Corp. (CO);
Richard W. Weening (IN);
Charles Wright (IN);
Terrence J. Leahy (IN)
<PAGE>
Item 9. Notice of Dissolution of the Group.
Not Applicable
Item 10. Certification.
Not applicable.
After reasonable inquiry and to the best of my
knowledge and believe, I certify that the information
set forth in this statement is true, complete and
correct.
February 15, 1999
- -----------------
Date
QUAESTUS LIMITED PARTNERSHIP
/s/ Richard W. Weening
- ---------------------------------
Richard W. Weening, President of
Corporate General Partner
/s/ Richard W. Weening
-----------------------
Richard W. Weening
QUAESTUS PARTNER FUND
/s/ Charles Wright
/s/ Richard W. Weening -------------------------
- ----------------------------- Charles Wright
Richard W. Weening, President
of Corporate General Partner
/s/ Terrence J. Leahy
--------------------------
Terrence J. Leahy
NETWORK PARTNERS
/s/ Richard W. Weening
- ------------------------------
Richard W. Weening, President
of Corporate General Partner
QUAESTUS MANAGEMENT CORP.
/s/ Richard W. Weening
- ------------------------------
Richard W. Weening, President
</TEXT
RULE 13d-1 (f)(1)
The undersigned, on this 15th day of February,
1999 agree and consent to the joint filing on behalf of
this Schedule 13G in connection with their beneficial
ownership of the common stock of Connect, Inc.
QUAESTUS LIMITED PARTNERSHIP
By:/s/ Richard W. Weening
------------------------------
Richard W. Weening
President of Corporate General Partner
/s/ Richard W. Weening
--------------------------------
Richard W. Weening
QUAESTUS PARTNER FUND
By:/s/ Richard W. Weening
---------------------------------
Richard W. Weening, President
of Corporate General Partner
/s/ Charles Wright
----------------------------------
Charles Wright
/s/ Terrence J. Leahy
-----------------------------------
Terrence J. Leahy
NETWORK PARTNERS
By:/s/ Richard W. Weening
------------------------------------
Richard W. Weening, President
of Corporate General Partner
QUAESTUS MANAGEMENT CORP.
/s/ Richard W. Weening
---------------------------------------
Richard W. Weening, President
