UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _)
Peerless Systems Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
705536-10
(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. 705536-10 SCHEDULE 13G Page 2 of 16
1 Name Of Reporting Person ADOBE VENTURES, L.P.
IRS Identification No. Of Above Person 94-3205883
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
772,017 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
772,017
9 Aggregate Amount Beneficially Owned By Each Reporting Person
772,017
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
7.4%
12 Type Of Reporting Person*
PN<PAGE>
CUSIP No. 705536-10 SCHEDULE 13G Page 3 of 16
1 Name Of Reporting Person H&Q PEERLESS INVESTORS, L.P.
IRS Identification No. Of Above Person 94-3170832
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
772,017 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
772,017
9 Aggregate Amount Beneficially Owned By Each Reporting Person
772,017
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
7.4%
12 Type Of Reporting Person*
PN<PAGE>
CUSIP No. 705536-10 SCHEDULE 13G Page 4 of 16
1 Name Of Reporting Person H&Q ADOBE VENTURES MANAGEMENT, L.P.
IRS Identification No. Of Above Person 94-3205561
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
772,017 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
772,017
9 Aggregate Amount Beneficially Owned By Each Reporting Person
772,017
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
7.4%
12 Type Of Reporting Person*<PAGE>
CUSIP No. 705536-10 SCHEDULE 13G Page 5 of 16
1 Name Of Reporting Person H&Q ADOBE VENTURES MANAGEMENT CORP.
IRS Identification No. Of Above Person 94-3204301
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
772,017 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
772,017
9 Aggregate Amount Beneficially Owned By Each Reporting Person
772,017
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
7.4%
12 Type Of Reporting Person*
PN<PAGE>
CUSIP No. 705536-10 SCHEDULE 13G Page 6 of 16
1 Name Of Reporting Person H&Q MANAGEMENT CORPORATION
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
772,017 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
772,017
9 Aggregate Amount Beneficially Owned By Each Reporting Person
772,017
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
7.4%
12 Type Of Reporting Person*
PN<PAGE>
CUSIP No. 705536-10 SCHEDULE 13G Page 7 of 16
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
772,017 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
772,017
9 Aggregate Amount Beneficially Owned By Each Reporting Person
772,017
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
7.4%
12 Type Of Reporting Person*
PN<PAGE>
CUSIP No. 705536-10 SCHEDULE 13G Page 8 of 16
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
772,017 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
772,017
9 Aggregate Amount Beneficially Owned By Each Reporting Person
772,017
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
7.4%
12 Type Of Reporting Person*
CO<PAGE>
CUSIP No. 705536-10 SCHEDULE 13G Page 9 of 16
1 Name Of Reporting Person HAMBRECHT & QUIST CALIFORNIA
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
772,017 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
772,017
9 Aggregate Amount Beneficially Owned By Each Reporting Person
772,017
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
7.4%
12 Type Of Reporting Person*
CO<PAGE>
CUSIP No. 705536-10 SCHEDULE 13G Page 10 of 16
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
772,017 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
772,017
9 Aggregate Amount Beneficially Owned By Each Reporting Person
772,017
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
7.4%
12 Type Of Reporting Person*
IN<PAGE>
CUSIP No. 705536-10 SCHEDULE 13G Page 11 of 16
Item 1(a). Name of Issuer.
Peerless Systems Corporation (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive
Offices.
2381 Rosecrans Avenue, El Segundo, CA 90245.
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.
Item 2(e). CUSIP Number.
705536-10.
Item 3. Type of Reporting Person.
Not applicable.
Item 4. Ownership.
Reference is 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
10,455,988 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. 705536-10 SCHEDULE 13G Page 12 of 16
Common Stock
Directly
Person Owned
Adobe Ventures, L.P. 595,325
H&Q Peerless Investors, L.P. 176,692
_______
TOTAL 772,017
=======
Because voting and investment decisions concerning
the above securities may be made by or in conjunction with
H&Q Adobe Ventures Management, L.P., H&Q Adobe Ventures
Management Corp., H&Q Management Corporation, 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.
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,
directors, executive officers, members and/or managers of the
foregoing entities might be deemed the "beneficial owners" of
some or all of the securities to which this Schedule 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 Schedule 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 Schedule relates, and such beneficial ownership is
expressly disclaimed.
This Schedule 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.
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person.
Not applicable.<PAGE>
CUSIP No. 705536-10 SCHEDULE 13G Page 13 of 16
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. 705536-10 SCHEDULE 13G Page 14 of 16
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.
ADOBE VENTURES, L.P. H&Q MANAGEMENT CORPORATION
By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche
___________________________ __________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
HAMBRECHT & QUIST VENTURE
H&Q PEERLESS INVESTORS, L.P. PARTNERS
By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche
__________________________ __________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
H&Q ADOBE VENTURES HAMBRECHT & QUIST CALIFORNIA
MANAGEMENT, L.P.
By: /s/ Jackie A. Berterretche
By: /s/ Jackie A. Berterretche __________________________
__________________________ Jackie A. Berterretche
Jackie A. Berterretche Attorney-in-Fact
Attorney-in-Fact
HAMBRECHT & QUIST GROUP
H&Q ADOBE VENTURES
MANAGEMENT CORP. By: /s/ Jackie A. Berterretche
__________________________
Jackie A. Berterretche
By: /s/ Jackie A. Berterretche Attorney-in-Fact
__________________________
Jackie A. Berterretche
Attorney-in-Fact WILLIAM R. HAMBRECHT
By: _______________________
Jackie A. Berterretche
Attorney-in-Fact<PAGE>
CUSIP No. 705536-10 SCHEDULE 13G Page 15 of 16
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 16<PAGE>
CUSIP No. 705536-10 SCHEDULE 13G Page 16 of 16
JOINT FILING UNDERTAKING
The undersigned, being authorized thereunto, hereby
execute this agreement as an exhibit to this 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 13G and any subsequent amendment
jointly on behalf of each of such parties.
DATED: February 12, 1997.
ADOBE VENTURES, L.P. H&Q MANAGEMENT CORPORATION
By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche
___________________________ __________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
HAMBRECHT & QUIST VENTURE
H&Q PEERLESS INVESTORS, L.P. PARTNERS
By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche
__________________________ __________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact
H&Q ADOBE VENTURES HAMBRECHT & QUIST CALIFORNIA
MANAGEMENT, L.P.
By: /s/ Jackie A. Berterretche
By: /s/ Jackie A. Berterretche __________________________
__________________________ Jackie A. Berterretche
Jackie A. Berterretche Attorney-in-Fact
Attorney-in-Fact
HAMBRECHT & QUIST GROUP
H&Q ADOBE VENTURES
MANAGEMENT CORP. By: /s/ Jackie A. Berterretche
__________________________
Jackie A. Berterretche
By: /s/ Jackie A. Berterretche Attorney-in-Fact
__________________________
Jackie A. Berterretche
Attorney-in-Fact WILLIAM R. HAMBRECHT
By: _______________________
Jackie A. Berterretche
Attorney-in-Fact<PAGE>
