SHAKER INVESTMENTS INC /ADV
SC 13G/A, 1999-08-10
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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. 3)*

                                 GLIATECH, INC.
                        ---------------------------------
                                (Name of Issuer)

                          Common Stock, $0.01 Par Value
                        ---------------------------------
                         (Title of Class of Securities)

                                    37929C103
                                 ---------------
                                 (CUSIP Number)

                                  July 28, 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)


*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 disclosure
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).




                         Continued on following page(s)
                               Page 1 of 7 Pages



<PAGE>




                                  SCHEDULE 13G

CUSIP No. 37929C103                                           Page 2 of 7 Pages



1        Name of Reporting Person
         I.R.S. Identification No. of Above Persons (ENTITIES ONLY)

                  SHAKER INVESTMENTS MANAGEMENT, L.P.

2        Check the Appropriate Box If a Member of a Group*
                                                     a.  [_]
                                                     b.  [x]

3        SEC Use Only

4        Citizenship or Place of Organization

                  OHIO

                           5        Sole Voting Power
 Number of                                   88,022
   Shares
Beneficially               6        Shared Voting Power
  Owned By                                        0
    Each
  Reporting                7        Sole Dispositive Power
   Person                                    88,022
    With
                           8        Shared Dispositive Power
                                                  0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                             88,022

10       Check Box If the Aggregate  Amount in Row (9) Excludes  Certain Shares*
         [ ]

11       Percent of Class Represented By Amount in Row (9)

                                    .91%

12       Type of Reporting Person*

                 IA; PN


                     * SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>






                                  SCHEDULE 13G

CUSIP No. 37929C103                                           Page 3 of 7 Pages



1        Name of Reporting Person
         I.R.S. Identification No. of Above Persons (ENTITIES ONLY)

                  SHAKER INVESTMENTS, INC.

2        Check the Appropriate Box If a Member of a Group*
                                                     a.  [_]
                                                     b.  [x]

3        SEC Use Only

4        Citizenship or Place of Organization

                  OHIO

                           5        Sole Voting Power
 Number of                                   88,022
   Shares
Beneficially               6        Shared Voting Power
  Owned By                                        0
    Each
  Reporting                7        Sole Dispositive Power
   Person                                   476,406
    With
                           8        Shared Dispositive Power
                                                  0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                            476,406

10       Check Box If the Aggregate  Amount in Row (9) Excludes  Certain Shares*
         [ ]

11       Percent of Class Represented By Amount in Row (9)

                                   4.93%

12       Type of Reporting Person*

                 IA; CO

                     * SEE INSTRUCTIONS BEFORE FILLING OUT!




<PAGE>



                                                              Page 4 of 7 Pages


Item 1(a)           Name of Issuer:

                    Gliatech, Inc. (the "Issuer").

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

                    23420 Commerce Park Road, Cleveland, Ohio 44122.

Item 2(a)           Name of Person Filing:

                    This  statement is filed on behalf of each of
                    the  following   persons   (collectively  the
                    "Reporting Person"):

                    (i)  Shaker    Investments    Management,    L.P.   ("Shaker
                         Management") and

                    (ii) Shaker Investments, Inc. ("Shaker Investments")


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

                    (1)  The  address  and   principal   business
                         office of Shaker Management is 801 Tower
                         East,    20600    Chagrin     Boulevard,
                         Cleveland, Ohio 44127.

                    (2)  The  address  and   principal   business
                         office  of  Shaker  Investments  is  801
                         Tower  East,  20600  Chagrin  Boulevard,
                         Cleveland, Ohio 44127.

Item 2(c)           Citizenship:

                    (1)  Shaker  Management  is an  Ohio  limited
partnership.

                    (2)   Shaker    Investments    is   an   Ohio
corporation.







<PAGE>


                                                              Page 5 of 7 Pages


Item 2(d)           Title of Class of Securities:

                         Common  Stock,   $0.01  par  value  (the
"Shares").

Item 2(e)           CUSIP Number:

                         37929C103

Item                3. If this  statement  is filed  pursuant  to
                    Rule 13d-1(b), or 13d-2(b), check whether the
                    person filing is a:

                         This Item 3 is not applicable.

Item 4.             Ownership:

Item 4(a)           Amount Beneficially Owned:

                    (i)  As  of   December   31,   1998,   Shaker
                         Management  may  be  deemed  to  be  the
                         beneficial  owner of 88,022  Shares held
                         for the account of 3 private  investment
                         funds for which Shaker  Management  acts
                         as the investment advisor.

                    (ii) As  of   December   31,   1998,   Shaker
                         Investments  may  be  deemed  to be  the
                         beneficial  owner of 476,406 Shares held
                         for the account of 3 private  investment
                         funds and various  managed  accounts for
                         which  Shaker  Investments  acts  as the
                         investment advisor.

Item 4(b)           Percent of Class:

                    (i)  The  number of  Shares  of which  Shaker
                         Management  may  be  deemed  to  be  the
                         beneficial       owner       constitutes
                         approximately  .91% of the total  number
                         of shares outstanding.

                    (ii) The  number of  Shares  of which  Shaker
                         Investments  may  be  deemed  to be  the
                         beneficial       owner       constitutes
                         approximately  4.93% of the total number
                         of shares outstanding.







<PAGE>


                                                              Page 6 of 7 Pages


Item 4(c) Number of shares as to which such person has:

                                           Shaker Management  Shaker Investments
                                           -----------------  ------------------

(i)   Sole power to vote or to direct the vote:          88,022           88,022

(ii)  Shared power to vote or to direct the vote:             0                0

(iii) Sole power to dispose or to direct the
      disposition of:                                    88,022          476,406

(iv)  Shared power to dispose or to direct the
      disposition of:                                         0                0

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 five percent of
the class of securities, check the following [x].

Item 6.        Ownership of More than Five Percent on Behalf of Another Person:

                    (i)  The  shareholders or partners of each of
                         the   two   funds   for   which   Shaker
                         Management  acts as investment  advisor,
                         have  the  right to  participate  in the
                         receipt of dividends  from,  or proceeds
                         from the sale of,  the  Shares,  held by
                         the respective funds or managed accounts
                         in  accordance   with  their   ownership
                         interests in the funds.

                    (ii) The shareholders, partners or principals
                         of  each  of  the  two  funds,  and  the
                         managed   accounts   for  which   Shaker
                         Investments acts as investment  advisor,
                         have  the  right to  participate  in the
                         receipt of dividends  from,  or proceeds
                         from the sale of,  the  Shares,  held by
                         the respective funds or managed accounts
                         in  accordance   with  their   ownership
                         interests   in  the  funds  or   managed
                         accounts.

Item 7.        Identification   and   Classification  of  the  Subsidiary  Which
               Acquired the  Security  Being  Reported on by the Parent  Holding
               Company:

                    This Item 7 is not applicable.

Item 8.       Identification and Classification of Members of the Group:

                    This Item 8 is not applicable.



<PAGE>

                                                               Page 7 of 7 Pages

Item 9.       Notice of Dissolution of Group:

                    This Item 9 is not applicable.

Item 10.      Certification:

By signing below each signatory certifies that, to the best of his/its knowledge
and belief, the securities  referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing  the control of
the  Issuer  of the  securities  and  were  not  acquired  and are  not  held in
connection  with or as a participant in any  transaction  having that purpose or
effect.



                                   SIGNATURES


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


Date:  August 10, 1999            SHAKER INVESTMENTS MANAGEMENT, L.P.

                                  By:   Shaker Investments Management, LLC
                                        Its General Partner


                                        By:  /S/ David Webb
                                             ------------------------------
                                             Managing Member


Date:  August 10, 1999            SHAKER INVESTMENTS, INC.

                                  By:  /S/ David Webb
                                       ------------------------------





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