SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
SCHEDULE 13G
________________
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. )1
Saville Systems PLC
(NAME OF ISSUER)
Ordinary Shares
(TITLE OF CLASS OF SECURITIES)
805174109
(CUSIP NUMBER)
December 31, 1998
(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)
o Rule 13d-1(c)
o Rule 13d-1(d)
__________________
1 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 1 OF 7 PAGES
<PAGE>
13/G
CUSIP No. 805174109
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Ardsley Advisory Partners
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
2,460,000
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
2,460,000
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,460,000
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
6.4%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IA
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
13/G
CUSIP No. 805174109
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Philip J. Hempleman
_____________________________________________________________________________
(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
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
2,460,000
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
2,460,000
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,460,000
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
6.4%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1(a). NAME OF ISSUER: Saville Systems PLC
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
IDA Business Park, Dangan, Galway, Ireland
ITEM 2(a). NAME OF PERSON FILING:
Ardsley Advisory Partners and Philip J. Hempleman
ITEM 2(b). ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE:
646 Steamboat Road, Greenwich, Connecticut 06836
ITEM 2(c). CITIZENSHIP:
Ardsley Advisory Partners is a Connecticut general
partnership. Mr. Hempleman is a United States citizen.
ITEM 2(d). TITLE OF CLASS OF SECURITIES: Ordinary Shares
ITEM 2(e). CUSIP NUMBER: 805174109
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-
2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of
the Exchange Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
(e) [x] An investment adviser in accordance with Rule 13d-
1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act;
(j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. o
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ITEM 4. OWNERSHIP.
(a) Amount beneficially owned: 2,460,000
(b) Percent of class:
6.4% (based on the 38,731,973 Ordinary Shares reported to
be outstanding as of October 26, 1998, as reflected in the
Company's quarterly report on Form 10-Q filed with the Securities
and Exchange Commission by the Company for the quarter ended
September 30, 1998.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
0
(ii) shared power to vote or to direct the vote
2,460,000
(iii) sole power to dispose or to direct the disposition of
0
(iv) shared power to dispose or to direct the disposition
of 2,460,000
By virtue of Mr. Hempleman's position as managing partner of Ardsley
Advisory Partners, a Connecticut general partnership ("Ardsley"), Mr. Hempleman
may be deemed to have the shared power to vote or direct the vote of, and the
shared power to dispose or direct the disposition of, the 2,460,000 Ordinary
Shares (the "Ordinary Shares") of Saville Systems PLC (the "Company") held by
the discretionary accounts managed by Ardsley and Mr. Hempleman (including
accounts of certain clients, including investment partnerships for which (i)
Ardsley serves as the management company and (ii) a general partnership
comprised of the partners
that comprise Ardsley serves as general partner, the ("Discretionary
Accounts")),
constituting 6.4% of the 38,731,973 Ordinary Shares outstanding as of October
26,
1998, as reflected in the quarterly report of the Company on Form 10-Q filed
with
the Securities and Exchange Commission by the Company for the quarter ended
September 30, 1998, and, therefore, Mr. Hempleman may be deemed to be the
beneficial owner of such Ordinary Shares.
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.
This Schedule 13G is filed by Ardsley, which is an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940, as
amended, with respect to the 2,460,000 Ordinary Shares held at December 31,
1998 by the
Discretionary Accounts managed by Ardsley and Mr. Hempleman.
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By reason of the provisions of Rule 13d-3 under the Act, Ardsley and
Mr.
Hempleman may be deemed to own beneficially the Ordinary Shares owned by the
Discretionary Accounts. Each client for whose account Ardsley had purchased
Ordinary Shares has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, such Ordinary Shares
purchased
for his account. No such client has any of the foregoing rights with respect
to
more than five percent of the class of securities identified in Item 2(d).
There
is no agreement or understanding among such persons to act together for the
purpose of acquiring, holding, voting or disposing of any such securities.
To the knowledge of Ardsley, no other person has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, a number of such Ordinary Shares which represents more than five
percent of the number of outstanding Ordinary Shares.
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.
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ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(b))
By signing below Ardsley Advisory Partners and Philip J. Hempleman
certify that, to the best of their knowledge and belief, the securities
referred to above were acquired in the ordinary course of business, 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.
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.
February __, 1999
/s/ Philip J. Hempleman
-----------------------
Philip J. Hempleman, as
Managing Partner of
Ardsley Advisory Partners
/s/ Philip J. Hempleman
-----------------------
Philip J. Hempleman
PAGE 7 OF 7 PAGES
