S3 INC
SC 13G/A, 1999-08-10
COMPUTER COMMUNICATIONS EQUIPMENT
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


                    Under the Securities Exchange Act of 1934

                                  SCHEDULE 13G
                                (Final Amendment)


             INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934


                                    S3, Inc.
                                    --------
                                (Name of Issuer)


                                  Common Stock
                                  ------------
                         (Title of Class of Securities)


                                    784849101
                                    ---------
                                 (CUSIP Number)


                                  July 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)

                                Page 1 of 6 Pages

<PAGE>

                                  SCHEDULE 13G

CUSIP No.  784849101                                           Page 2 of 6 Pages
- --------------------------------------------------------------------------------
1)      NAME OF REPORTING PERSON
        S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

        Gilder Gagnon Howe & Co. LLC
        13-3174112
- --------------------------------------------------------------------------------
2)      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP          (a) |_|

                                                                  (b) |_|
- --------------------------------------------------------------------------------
3)      SEC USE ONLY

- --------------------------------------------------------------------------------
4)      CITIZENSHIP OR PLACE OF ORGANIZATION

        New York
- --------------------------------------------------------------------------------

        NUMBER                 5)    SOLE VOTING POWER
        OF
        SHARES                       None
        BENEFICIALLY          --------------------------------------------------
        OWNED BY               6)    SHARED VOTING POWER
        EACH
        REPORTING                    None
        PERSON                --------------------------------------------------
        WITH                   7)    SOLE DISPOSITIVE POWER

                                     None
                              --------------------------------------------------
                               8)    SHARED DISPOSITIVE POWER

                                     None
- --------------------------------------------------------------------------------
9)      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        None
- --------------------------------------------------------------------------------
10)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN

        SHARES                                                         |_|
- --------------------------------------------------------------------------------
11)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

        0%
- --------------------------------------------------------------------------------
12)     TYPE OF REPORTING PERSON

        BD
- --------------------------------------------------------------------------------


                                Page 2 of 6 Pages

<PAGE>

                                  Schedule 13G

Item 1(a). Name of Issuer:

S3, Inc.

Item 1(b). Address of Issuer's Principal Executive Offices:

2801 Mission College Blvd.
P.O. Box 58058
Santa Clara, Ca.  95052

Item 2(a). Name of Person Filing:

Gilder Gagnon Howe & Co. LLC

Item 2(b). Address of Principal Business Office or, if None, Residence:

1775 Broadway, 26th Floor
New York, NY  10019

Item 2(c). Citizenship:

New York

Item 2(d). Title of Class of Securities:

Common Stock

Item 2(e). CUSIP Number:

784849101

Item 3.    If  this  statement  is  filed  pursuant  to  ss.ss.240.13d-1(b),  or
           240.13d-2(b) or (c), check whether the person filing is a:

           (a) |X| 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) |_| Investment       Adviser       in       accordance       with
                   ss.240.13d-1(b)(1)(ii)(E)


                                Page 3 of 6 Pages

<PAGE>

           (f) |_| Employee  benefit plan or endowment  fund in accordance  with
                   ss.240.13d-1(b)(1)(ii)(F)

           (g) |_| Parent Holding  Company or control person in accordance  with
                   ss.240.13d-1(b)(ii)(G)

           (h) |_| Savings  Association  as defined  in  ss.3(b) of the  Federal
                   Deposit Insurance Act (12 U.S.C. 1813)

           (i) |_| Church  plan  that is  excluded  from  the  definition  of an
                   investment   company  under  ss.3(c)(15)  of  the  Investment
                   Company Act of 1940 (15 U.S.C. 80a-3)

           (j) |_|  Group, in accordance with ss.240.13d-1(b)(ii)(J)

Item 4.    Ownership.

           (a)  Amount beneficially owned:  None

           (b)  Percent of class:  0%

           (c) Number of shares as to which such person has:

                  (i)   Sole power to vote or to direct the vote:  None

                  (ii)  Shared power to vote or to direct the vote:  None

                  (iii) Sole power to dispose or to direct the  disposition  of:
                        None

                  (iv)  Shared power to dispose or to direct the disposition of:
                        None

                  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.
Item 5.    Ownership of Five Percent or Less of a Class.

Not applicable

                                Page 4 of 6 Pages

<PAGE>

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.

           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 purposes or effect.

                                Page 5 of 6 Pages

<PAGE>

                                    SIGNATURE


           After reasonable  inquiry and to the best knowledge and belief of the
undersigned,  the  undersigned  certifies that the information set forth in this
Statement is true, complete and correct.


                                              August 10, 1999
                                              ---------------
                                                   Date


                                              /s/ Walter Weadock
                                              ------------------
                                                 Signature


                                              Walter Weadock, Member
                                              ----------------------
                                                  Name/Title

                                Page 6 of 6 Pages




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