UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Mercury Interactive Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
589405-10-9
(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).<PAGE>
CUSIP No. 589405-10-9 SCHEDULE 13G Page 2 of 14
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
67,049 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
692,049
9 Aggregate Amount Beneficially Owned By Each Reporting Person
692,049
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
4.3%
12 Type Of Reporting Person*
PN<PAGE>
CUSIP No. 589405-10-9 SCHEDULE 13G Page 3 of 14
1 Name Of Reporting Person HAMCO CAPITAL CORPORATION
IRS Identification No. Of Above Person 94-2731560
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
67,049 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
692,049
9 Aggregate Amount Beneficially Owned By Each Reporting Person
692,049
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
4.3%
12 Type Of Reporting Person*
CO<PAGE>
CUSIP No. 589405-10-9 SCHEDULE 13G Page 4 of 14
1 Name Of Reporting Person SARAH & WILLIAM HAMBRECHT FOUNDATION
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
67,049 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
692,049
9 Aggregate Amount Beneficially Owned By Each Reporting Person
692,049
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
4.3%
12 Type Of Reporting Person*
OO<PAGE>
CUSIP No. 589405-10-9 SCHEDULE 13G Page 5 of 14
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
67,049 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
692,049
9 Aggregate Amount Beneficially Owned By Each Reporting Person
692,049
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
4.3%
12 Type Of Reporting Person*
PN<PAGE>
CUSIP No. 589405-10-9 SCHEDULE 13G Page 6 of 14
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
67,049 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
692,049
9 Aggregate Amount Beneficially Owned By Each Reporting Person
692,049
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
4.3%
12 Type Of Reporting Person*
CO<PAGE>
CUSIP No. 589405-10-9 SCHEDULE 13G Page 7 of 14
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
67,049 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
692,049
9 Aggregate Amount Beneficially Owned By Each Reporting Person
692,049
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
4.3%
12 Type Of Reporting Person*
HC, CO<PAGE>
CUSIP No. 589405-10-9 SCHEDULE 13G Page 8 of 14
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
67,049 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
692,049
9 Aggregate Amount Beneficially Owned By Each Reporting Person
692,049
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
4.3%
12 Type Of Reporting Person*
IN<PAGE>
CUSIP No. 589405-10-9 SCHEDULE 13G Page 9 of 14
Item 1(a). Name of Issuer.
Mercury Interactive Corporation (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive
Offices.
470 Potrero Avenue, Sunnyvale, CA 94086
Item 2(a). Names of Persons Filing.
Reference is made to Item 1 of each of the cover
pages of this Schedule, 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 Schedule, which Items are incorporated by
reference herein.
Item 2(d). Title of Class of Securities.
Common stock ("Common Stock").
Item 2(e). CUSIP Number.
589405-10-9
Item 3. Type of Reporting Person.
Not applicable.
Item 4. Ownership.
Reference is hereby made to Items 5-9 and 11 of
each of the cover pages to this Schedule, which Items are
incorporated by reference herein. According to information
furnished to the reporting persons by the Issuer, there were
16,047,942 shares of Common Stock issued and outstanding as
of December 31, 1996. At December 31, 1996, the following
shares of Common Stock were held directly by the following
persons:<PAGE>
CUSIP No. 589405-10-9 SCHEDULE 13G Page 10 of 14
Common Stock
Person Directly Owned
H&Q London Ventures -0-
Hamco Capital Corporation 50,000
Sarah and William Hambrecht
Foundation 17,049
______
TOTAL 67,049
======
Because voting and investment decisions concerning
the above securities may be made by or in conjunction with
Hambrecht & Quist Venture Partners, Hambrecht & Quist
California, 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 Schedule 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.
In addition, Hambrecht & Quist Group may be
determined to be the beneficial owner of 625,000 shares of
Common Stock held by Ivory and Sime Enterprise Capital PLC
(formerly known as The Independent Investment Company PLC).
Pursuant to an investment advisory agreement, Hambrecht &
Quist Group does not have voting power over such shares, but
may be considered to have investment power. Although such
shares are included in the number of shares beneficially
owned by the reporting persons for purposes of this Schedule,
the reporting persons disclaim beneficial ownership of such
shares for any purpose.
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 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
individuals is, for any purpose, the beneficial owner of any<PAGE>
CUSIP No. 589405-10-9 SCHEDULE 13G Page 11 of 14
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.
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.<PAGE>
CUSIP No. 589405-10-9 SCHEDULE 13G Page 12 of 14
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 12, 1997.
H&Q LONDON VENTURES HAMBRECHT & QUIST CALIFORNIA
By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche
__________________________ __________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
HAMCO CAPITAL 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
SARAH & WILLIAM HAMBRECHT WILLIAM R. HAMBRECHT
FOUNDATION
By: /s/ William R. Hambrecht By: /s/ Jackie A. Berterretche
__________________________ __________________________
William R. Hambrecht Jackie A. Berterretche
Trustee Attorney-in-Fact
HAMBRECHT & QUIST VENTURE
PARTNERS
By: /s/ Jackie A. Berterretche
__________________________
Jackie A. Berterretche
Attorney-in-Fact<PAGE>
CUSIP No. 589405-10-9 SCHEDULE 13G Page 13 of 14
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 14<PAGE>
CUSIP No. 589405-10-9 SCHEDULE 13G Page 14 of 14
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 Schedule, as it
may be amended, jointly on behalf of each of such parties.
DATED: February 12, 1997.
H&Q LONDON VENTURES HAMBRECHT & QUIST CALIFORNIA
By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche
__________________________ __________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
HAMCO CAPITAL 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
SARAH & WILLIAM HAMBRECHT WILLIAM R. HAMBRECHT
FOUNDATION
By: /s/ William R. Hambrecht By: /s/ Jackie A. Berterretche
__________________________ __________________________
William R. Hambrecht Jackie A. Berterretche
Trustee Attorney-in-Fact
HAMBRECHT & QUIST VENTURE
PARTNERS
By: /s/ Jackie A. Berterretche
__________________________
Jackie A. Berterretche
Attorney-in-Fact<PAGE>
