UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Escalon Medical Corp.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
457965-10-1
(CUSIP Number)
*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. 457965-10-1 SCHEDULE 13G Page 2 of 21
1 Name Of Reporting Person H&Q LIFE SCIENCE TECHNOLOGY FUND I
IRS Identification No. Of Above Person 94-3051434
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 5,000
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
5,000
9 Aggregate Amount Beneficially Owned By Each Reporting Person
5,000
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.0%
12 Type Of Reporting Person*
PN
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CUSIP No. 457965-10-1 SCHEDULE 13G Page 3 of 21
1 Name Of Reporting Person H&Q LIFE SCIENCE VENTURES
IRS Identification No. Of Above Person 94-2969639
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 5,000
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
5,000
9 Aggregate Amount Beneficially Owned By Each Reporting Person
5,000
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.0%
12 Type Of Reporting Person*
PN
020797/f-505404:/W1/324225 <PAGE>
CUSIP No. 457965-10-1 SCHEDULE 13G Page 4 of 21
1 Name Of Reporting Person H&Q LST MANAGERS I
IRS Identification No. Of Above Person 94-3051435
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 5,000
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
5,000
9 Aggregate Amount Beneficially Owned By Each Reporting Person
5,000
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.0%
12 Type Of Reporting Person*
PN
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CUSIP No. 457965-10-1 SCHEDULE 13G Page 5 of 21
1 Name Of Reporting Person H&Q LSV MANAGERS
IRS Identification No. Of Above Person 94-3069512
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 5,000
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
5,000
9 Aggregate Amount Beneficially Owned By Each Reporting Person
5,000
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.0%
12 Type Of Reporting Person*
PN
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CUSIP No. 457965-10-1 SCHEDULE 13G Page 6 of 21
1 Name Of Reporting Person ROBERT FEENEY
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 5,000
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
5,000
9 Aggregate Amount Beneficially Owned By Each Reporting Person
5,000
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.0%
12 Type Of Reporting Person*
IN
020797/f-505404:/W1/324225 <PAGE>
CUSIP No. 457965-10-1 SCHEDULE 13G Page 7 of 21
1 Name Of Reporting Person THH/RJK
IRS Identification No. Of Above Person 94-3051436
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 5,000
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
5,000
9 Aggregate Amount Beneficially Owned By Each Reporting Person
5,000
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.0%
12 Type Of Reporting Person*
PN
020797/f-505404:/W1/324225 <PAGE>
CUSIP No. 457965-10-1 SCHEDULE 13G Page 8 of 21
1 Name Of Reporting Person THEO HEINRICHS
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 5,000
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
5,000
9 Aggregate Amount Beneficially Owned By Each Reporting Person
5,000
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.0%
12 Type Of Reporting Person*
IN
020797/f-505404:/W1/324225 <PAGE>
CUSIP No. 457965-10-1 SCHEDULE 13G Page 9 of 21
1 Name Of Reporting Person ROBERT KUNZE
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 5,000
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
5,000
9 Aggregate Amount Beneficially Owned By Each Reporting Person
5,000
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.0%
12 Type Of Reporting Person*
IN
020797/f-505404:/W1/324225 <PAGE>
CUSIP No. 457965-10-1 SCHEDULE 13G Page 10 of 21
1 Name Of Reporting Person HAMBRECHT & QUIST VENTURE 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 5,000
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
5,000
9 Aggregate Amount Beneficially Owned By Each Reporting Person
5,000
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.0%
12 Type Of Reporting Person*
PN
020797/f-505404:/W1/324225 <PAGE>
CUSIP No. 457965-10-1 SCHEDULE 13G Page 11 of 21
1 Name Of Reporting Person HAMBRECHT & QUIST CALIFORNIA
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 5,000
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
5,000
9 Aggregate Amount Beneficially Owned By Each Reporting Person
5,000
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.0%
12 Type Of Reporting Person*
CO
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CUSIP No. 457965-10-1 SCHEDULE 13G Page 12 of 21
1 Name Of Reporting Person HAMBRECHT & QUIST GROUP
IRS Identification No. Of Above Person 94-3246636
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
Delaware
5 Sole Voting Power
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 5,000
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
5,000
9 Aggregate Amount Beneficially Owned By Each Reporting Person
5,000
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.0%
12 Type Of Reporting Person*
HC, CO
020797/f-505404:/W1/324225 <PAGE>
CUSIP No. 457965-10-1 SCHEDULE 13G Page 13 of 21
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 5,000
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
5,000
9 Aggregate Amount Beneficially Owned By Each Reporting Person
5,000
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.0%
12 Type Of Reporting Person*
IN
020797/f-505404:/W1/324225 <PAGE>
CUSIP No. 457965-10-1 13G Page 14 of 21 Pages
This Amendment No. 3 (the "Amendment") to
Schedule 13G is being filed because of sales and purchases by
certain reporting persons.
Item 1(a). Name of Issuer.
Escalon Medical Corp., formerly known as
Intelligent Surgical Lasers, Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive
Offices.
182 Tamarack Circle, Skillman, NJ 08558.
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, no par value ("Common Stock").
Item 2(e). CUSIP Number.
457965-10-1
Item 3. Type of Reporting Person.
Not applicable.
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CUSIP No. 457965-10-1 13G Page 15 of 21 Pages
Item 4. Ownership.
Reference is hereby made to Items 5-9 and 11 of
each of the cover pages to this Amendment, which Items are
incorporated by reference herein. At December 31, 1996, the
following persons directly owned the following shares of
Common Stock or warrants to acquire shares of Common Stock:
Common Stock Warrants
Directly Directly
Person Owned Owned Total
H&Q Life Science
Technology Fund I -0- 5,000 5,000
H&Q Life Science -0- -0-
Ventures -0- _____ -----
TOTAL -0- 5,000 5,000
=== ===== =====
Because voting and investment decisions concerning
the above securities may be made by or in conjunction with
H&Q LST Managers I, H&Q LSV Managers, Robert Feeney, THH/RJK,
Theo Heinrichs, Robert Kunze, Hambrecht & Quist Venture
Partners, Hambrecht & Quist California, 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 Hambrecht & Quist California 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 and 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 individuals is, for any purpose, the beneficial
owner of any of the securities to which this Amendment
020797/f-505404:/W1/324225 <PAGE>
CUSIP No. 457965-10-1 13G Page 16 of 21 Pages
relates, and such beneficial ownership is expressly
disclaimed.
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 persons have ceased
to be the beneficial owners of more than 5% of the Common
Stock, 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.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
020797/f-505404:/W1/324225 <PAGE>
CUSIP No. 457965-10-1 13G Page 17 of 21 Pages
Signatures
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 12, 1997.
H&Q LIFE SCIENCE TECHNOLOGY ROBERT FEENEY
FUND I
By: /s/ Jackie A. Berterretche By: /s/ Eileen Thomas
__________________________ ___________________________
Jackie A. Berterretche Eileen Thomas
Attorney-in-Fact Attorney-in-Fact
H&Q LIFE SCIENCE VENTURES THH/RJK
By: /s/ Jackie A. Berterretche By: /s/ Eileen Thomas
__________________________ ___________________________
Jackie A. Berterretche Eileen Thomas
Attorney-in-Fact Attorney-in-Fact
H&Q LST MANAGERS I THEO HEINRICHS
By: /s/ Jackie A. Berterretche By: /s/ Eileen Thomas
__________________________ ___________________________
Jackie A. Berterretche Eileen Thomas
Attorney-in-Fact Attorney-in-Fact
H&Q LSV MANAGERS ROBERT KUNZE
By: /s/ Jackie A. Berterretche By: /s/ Eileen Thomas
__________________________ ___________________________
Jackie A. Berterretche Eileen Thomas
Attorney-in-Fact Attorney-in-Fact
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CUSIP No. 457965-10-1 13G Page 18 of 21 Pages
HAMBRECHT & QUIST VENTURE HAMBRECHT & QUIST GROUP
PARTNERS
By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche
__________________________ ___________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
HAMBRECHT & QUIST CALIFORNIA WILLIAM R. HAMBRECHT
By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche
__________________________ ___________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
020797/f-505404:/W1/324225 <PAGE>
CUSIP No. 457965-10-1 13G Page 19 of 21 Pages
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 20
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CUSIP No. 457965-10-1 13G Page 20 of 21 Pages
EXHIBIT A
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto,
hereby execute this agreement as an exhibit to the Amendment 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 12, 1997.
H&Q LIFE SCIENCE TECHNOLOGY ROBERT FEENEY
FUND I
By: /s/ Jackie A. Berterretche By: /s/ Eileen Thomas
__________________________ ___________________________
Jackie A. Berterretche Eileen Thomas
Attorney-in-Fact Attorney-in-Fact
H&Q LIFE SCIENCE VENTURES THH/RJK
By: /s/ Jackie A. Berterretche By: /s/ Eileen Thomas
__________________________ ___________________________
Jackie A. Berterretche Eileen Thomas
Attorney-in-Fact Attorney-in-Fact
H&Q LST MANAGERS I THEO HEINRICHS
By: /s/ Jackie A. Berterretche By: /s/ Eileen Thomas
__________________________ ___________________________
Jackie A. Berterretche Eileen Thomas
Attorney-in-Fact Attorney-in-Fact
H&Q LSV MANAGERS ROBERT KUNZE
By: /s/ Jackie A. Berterretche By: /s/ Eileen Thomas
__________________________ ___________________________
Jackie A. Berterretche Eileen Thomas
Attorney-in-Fact Attorney-in-Fact
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CUSIP No. 457965-10-1 13G Page 21 of 21 Pages
HAMBRECHT & QUIST VENTURE HAMBRECHT & QUIST GROUP
PARTNERS
By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche
__________________________ ___________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
HAMBRECHT & QUIST CALIFORNIA WILLIAM R. HAMBRECHT
By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche
__________________________ ___________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
020797/f-505404:/W1/324225 <PAGE>
