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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. 1)
Failure Group, Inc.
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
303132-10-4
(CUSIP Number)
Check the following box if a fee is being paid with the statement / /. (A
fee is not required only if the reporting 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 disclosures provided in a prior cover page.
The information required on 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).
SEC 1746 (2-92)
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SCHEDULE 13G
CUSIP No. 303132-10-4 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Palo Alto Investors
IRS No.: 94-3088699
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)/ / (b)/X/
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
*
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NUMBER OF 5 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY --------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 498,700
REPORTING --------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH -0-
--------------------------------------------------
8 SHARED DISPOSITIVE POWER
498,700
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
498,700
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.5%
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14 TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
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SCHEDULE 13G
CUSIP No. 303132-10-4 Page 3 of 7 Pages
ITEM 1.
(a) The name of the issuer is Failure Group, Inc.
(b) The principal executive office of Failure Group, Inc. is located at
149 Commonwealth Drive, Menlo Park, CA 94025.
ITEM 2.
(a) The name of the person filing this statement is Palo Alto
Investors.
(b) The principal business office of Palo Alto Investors is located at
431 Florence Street, Suite 200, Palo Alto, CA 94301.
(c) Palo Alto Investors is a California corporation.
(d) This statement relates to shares of Common Stock of Failure Group,
Inc. (the "Stock").
(e) The CUSIP number of the Stock is 303132-10-4.
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SCHEDULE 13G
CUSIP No. 303132-10-4 Page 4 of 7 Pages
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 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) /XX/ Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940.
(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 section 240.13d-1(b)(1)(ii)(F).
(g) / / Parent Holding Company, in accordance with section 240.13d-
1(b)(1)(ii)(F)
(h) Group, in accordance with section 240.13d-1(b)(1)(ii)(H)
ITEM 4. OWNERSHIP.
(a) Palo Alto Investors beneficially owns 498,700 shares of the Stock.
(b) Palo Alto Investors beneficially owns 7.5% of the Stock
outstanding.
(c) (i) Palo Alto Investors has the sole power to vote or to direct
the vote of 0 shares of the Stock.
(ii) Palo Alto Investors has the shared power to vote or to
direct the vote of 498,700 shares of the Stock.
(iii) Palo Alto Investors has the sole power to dispose or to
direct the disposition of 0 shares of the Stock.
(iv) Palo Alto Investors has the shared power to dispose or to
direct the disposition of 498,700 shares of the Stock.<PAGE>
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SCHEDULE 13G
CUSIP No. 303132-10-4 Page 5 of 7 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 / /.
Instruction: Dissolution of a group requires a response to this item.
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SCHEDULE 13G
CUSIP No. 303132-10-4 Page 6 of 7 Pages
ITEM. 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Palo Alto Investors is a registered investment adviser whose clients have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of the Stock. No individual client's holdings of the
Stock are more than 5 percent of the class.
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SCHEDULE 13G
CUSIP No. 303132-10-4 Page 7 of 7 Pages
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.
SIGNATURES
After reasonable inquiry and to the best of my knowledge, I certify that
the information set forth in this amended statement is true, complete and
correct.
DATED: _________________, 1996
Palo Alto Investors
By: /s/ William L. Edwards
William L. Edwards, President
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