UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Vanguard Airlines, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
922018-10-9
(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. 922018-10-9 SCHEDULE 13G Page 2 of 16
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
6,639,603 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
6,639,603
9 Aggregate Amount Beneficially Owned By Each Reporting Person
6,639,603
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
56.3%
12 Type Of Reporting Person*
PN<PAGE>
CUSIP No. 922018-10-9 SCHEDULE 13G Page 3 of 16
1 Name Of Reporting Person H&Q TSP INVESTORS, L.P.
IRS Identification No. Of Above Person 94-3203715
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
6,639,603 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
6,639,603
9 Aggregate Amount Beneficially Owned By Each Reporting Person
6,639,603
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
56.3%
12 Type Of Reporting Person*
PN<PAGE>
CUSIP No. 922018-10-9 SCHEDULE 13G Page 4 of 16
1 Name Of Reporting Person RVR SECURITIES CORP.
IRS Identification No. Of Above Person 94-3181298
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
6,639,603 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
6,639,603
9 Aggregate Amount Beneficially Owned By Each Reporting Person
6,639,603
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
56.3%
12 Type Of Reporting Person*
CO<PAGE>
CUSIP No. 922018-10-9 SCHEDULE 13G Page 5 of 16
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
6,639,603 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
6,639,603
9 Aggregate Amount Beneficially Owned By Each Reporting Person
6,639,603
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
56.3%
12 Type Of Reporting Person*
PN<PAGE>
CUSIP No. 922018-10-9 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
6,639,603 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
6,639,603
9 Aggregate Amount Beneficially Owned By Each Reporting Person
6,639,603
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
56.3%
12 Type Of Reporting Person*
CO<PAGE>
CUSIP No. 922018-10-9 SCHEDULE 13G Page 7 of 16
1 Name Of Reporting Person H&Q TSP INVESTMENT MANAGEMENT COMPANY LLC
IRS Identification No. Of Above Person 94-3203714
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
6,639,603 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
6,639,603
9 Aggregate Amount Beneficially Owned By Each Reporting Person
6,639,603
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
56.3%
12 Type Of Reporting Person*
OO<PAGE>
CUSIP No. 922018-10-9 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
6,639,603 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
6,639,603
9 Aggregate Amount Beneficially Owned By Each Reporting Person
6,639,603
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
56.3%
12 Type Of Reporting Person*
CO<PAGE>
CUSIP No. 922018-10-9 SCHEDULE 13G Page 9 of 16
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
6,639,603 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
6,639,603
9 Aggregate Amount Beneficially Owned By Each Reporting Person
6,639,603
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
56.3%
12 Type Of Reporting Person*
HC, CO<PAGE>
CUSIP No. 922018-10-9 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
6,639,603 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
6,639,603
9 Aggregate Amount Beneficially Owned By Each Reporting Person
6,639,603
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
56.3%
12 Type Of Reporting Person*
IN<PAGE>
CUSIP No. 922018-10-9 SCHEDULE 13G Page 11 of 16
Item 1(a). Name of Issuer.
Vanguard Airlines, Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive
Offices.
30 N.W. Rome Circle, Mezzanine Level, Kansas City
International Airport, Kansas City, MO 64153.
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, $0.001 par value ("Common Stock").
Item 2(e). CUSIP Number.
922018-10-9
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 Amendment, which Items are
incorporated by reference herein. According to information
furnished to the reporting persons by the Issuer, there were
9,984,952 shares of Common Stock issued and outstanding as of
December 31, 1996. As of December 31, 1996, the following
persons owned the following shares of Common Stock and
warrants to acquire shares of Common Stock that are
immediately exercisable or exercisable within 60 days of such
date:<PAGE>
CUSIP No. 922018-10-9 SCHEDULE 13G Page 12 of 16
Common Stock
Common Stock Upon Exercise
Person Directly Owned of Warrants Total
H&Q London Ventures 1,409,091 95,307 1,504,398
H&Q TSP Investors, 3,327,158 1,473,047 3,489,439
L.P.
RVR Securities Corp. -0- 240,000 1,550,776
William R. Hambrecht 95,000 -0- 95,000
_________ _________ _________
TOTAL 4,831,249 1,808,354 6,639,603
========= ========= =========
Because voting and investment decisions concerning
the above securities may be made by or in conjunction with
Hambrecht & Quist Venture Partners, H&Q Management
Corporation, H&Q TSP Investment Management Company LLC,
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, in which case each
Reporting Person would be deemed to have beneficial ownership
of an aggregate of 6,639,603 shares of Common Stock, which is
56.3% of the outstanding Common Stock (calculated in
accordance with Rule 13d-3(d)(1)(i) of the Securities
Exchange Act of 1934). 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.<PAGE>
CUSIP No. 922018-10-9 SCHEDULE 13G Page 13 of 16
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.
Not applicable.
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. 922018-10-9 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, 1996.
H&Q LONDON VENTURES 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
H&Q TSP INVESTORS, L.P. H&Q TSP INVESTMENT MANAGEMENT
COMPANY LLC
By: /s/ Jackie A. Berterretche
______________________________ By: /s/ Jackie A. Berterretche
Jackie A. Berterretche __________________________
Attorney-in-Fact Jackie A. Berterretche
Attorney-in-Fact
RVR SECURITIES CORP. HAMBRECHT & QUIST CALIFORNIA
By: /s/ Steven M. Machtinger By: /s/ Jackie A. Berterretche
______________________________ __________________________
Steven M. Machtinger Jackie A. Berterretche
Secretary Attorney-in-Fact
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
WILLIAM R. HAMBRECHT
By: /s/ Jackie A. Berterretche
__________________________
Jackie A. Berterretche
Attorney-in-Fact<PAGE>
CUSIP No. 922018-10-9 SCHEDULE 13G Page 15 of 16
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 16<PAGE>
CUSIP No. 922018-10-9 SCHEDULE 13G Page 16 of 16
JOINT FILING UNDERTAKING
The undersigned, being duly 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 and any subsequent
amendment jointly on behalf of each of such parties.
DATED: February 12, 1996.
H&Q LONDON VENTURES 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
H&Q TSP INVESTORS, L.P. H&Q TSP INVESTMENT MANAGEMENT
COMPANY LLC
By: /s/ Jackie A. Berterretche
______________________________ By: /s/ Jackie A. Berterretche
Jackie A. Berterretche __________________________
Attorney-in-Fact Jackie A. Berterretche
Attorney-in-Fact
RVR SECURITIES CORP. HAMBRECHT & QUIST CALIFORNIA
By: /s/ Steven M. Machtinger By: /s/ Jackie A. Berterretche
______________________________ __________________________
Steven M. Machtinger Jackie A. Berterretche
Secretary Attorney-in-Fact
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
WILLIAM R. HAMBRECHT
By: /s/ Jackie A. Berterretche
__________________________
Jackie A. Berterretche
Attorney-in-Fact<PAGE>
