UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Castelle
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
147905-10-3
(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. 147905-10-3 SCHEDULE 13G Page 2 of 21
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
746,350 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
928,867
9 Aggregate Amount Beneficially Owned By Each Reporting Person
928,867
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
20.3%
12 Type Of Reporting Person*
PN<PAGE>
CUSIP No. 147905-10-3 SCHEDULE 13G Page 3 of 21
1 Name Of Reporting Person H&Q VENTURES INTERNATIONAL C.V.
IRS Identification No. Of Above Person 98-0059340
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
Netherlands Antilles
5 Sole Voting Power
-0-
NUMBER OF
6 Shared Voting Power SHARES
BENEFICIALLY
746,350 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
928,867
9 Aggregate Amount Beneficially Owned By Each Reporting Person
928,867
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
20.3%
12 Type Of Reporting Person*
PN<PAGE>
CUSIP No. 147905-10-3 SCHEDULE 13G Page 4 of 21
1 Name Of Reporting Person H&Q VENTURES IV
IRS Identification No. Of Above Person 94-2940347
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
746,350 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
928,867
9 Aggregate Amount Beneficially Owned By Each Reporting Person
928,867
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
20.3%
12 Type Of Reporting Person*
PN<PAGE>
CUSIP No. 147905-10-3 SCHEDULE 13G Page 5 of 21
1 Name Of Reporting Person HAMQUIST
IRS Identification No. Of Above Person 94-2800484
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
746,350 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
928,867
9 Aggregate Amount Beneficially Owned By Each Reporting Person
928,867
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
20.3%
12 Type Of Reporting Person*<PAGE>
CUSIP No. 147905-10-3 SCHEDULE 13G Page 6 of 21
1 Name Of Reporting Person HAMBRECHT & QUIST GUARANTY FINANCE, L.P.
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
-0- OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned By Each Reporting Person
-0-
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.0%
12 Type Of Reporting Person*
PN<PAGE>
CUSIP No. 147905-10-3 SCHEDULE 13G Page 7 of 21
1 Name Of Reporting Person HAMBRECHT & QUIST GROUP LIMITED
PARTNERSHIP INTEREST LIQUIDATING TRUST
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
746,350 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
928,867
9 Aggregate Amount Beneficially Owned By Each Reporting Person
928,867
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
20.3%
12 Type Of Reporting Person*
OO<PAGE>
CUSIP No. 147905-10-3 SCHEDULE 13G Page 8 of 21
1 Name Of Reporting Person GUARANTY FINANCE MANAGEMENT CORP.
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
-0- OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned By Each Reporting Person
-0-
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.0%
12 Type Of Reporting Person*
CO<PAGE>
CUSIP No. 147905-10-3 SCHEDULE 13G Page 9 of 21
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
746,350 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
928,867
9 Aggregate Amount Beneficially Owned By Each Reporting Person
928,867
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
20.3%
12 Type Of Reporting Person*
PN<PAGE>
CUSIP No. 147905-10-3 SCHEDULE 13G Page 10 of 21
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
746,350 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
928,867
9 Aggregate Amount Beneficially Owned By Each Reporting Person
928,867
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
20.3%
12 Type Of Reporting Person*
CO<PAGE>
CUSIP No. 147905-10-3 SCHEDULE 13G Page 11 of 21
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
746,350 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
928,867
9 Aggregate Amount Beneficially Owned By Each Reporting Person
928,867
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
20.3%
12 Type Of Reporting Person*
CO<PAGE>
CUSIP No. 147905-10-3 SCHEDULE 13G Page 12 of 21
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
746,350 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
928,867
9 Aggregate Amount Beneficially Owned By Each Reporting Person
928,867
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
20.3%
12 Type Of Reporting Person*
HC, CO<PAGE>
CUSIP No. 147905-10-3 SCHEDULE 13G Page 13 of 21
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
746,350 OWNED BY EACH
REPORTING
7 Sole Dispositive Power PERSON WITH
-0-
8 Shared Dispositive Power
928,867
9 Aggregate Amount Beneficially Owned By Each Reporting Person
928,867
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
20.3%
12 Type Of Reporting Person*
IN<PAGE>
CUSIP No. 147905-10-3 SCHEDULE 13G Page 14 of 21
Item 1(a). Name of Issuer.
Castelle (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive
Offices.
3255-3 Scott Boulevard, Santa Clara, CA 95054.
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, no par value ("Common Stock").
Item 2(e). CUSIP Number.
147905-10-3
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
4,419,278 shares of Common Stock issued and outstanding as of
December 31, 1996. As of December 31, 1996, the reporting
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. 147905-10-3 SCHEDULE 13G Page 15 of 21
Common Stock
Common Stock Upon Exercise
Person Directly Owned Of Warrants
H&Q London Ventures 338,482 16,666
H&Q Ventures International C.V. 60,839 -0-
H&Q Ventures IV 60,839 -0-
Hamquist 1,251 -0-
Hambrecht & Quist Guaranty
Finance, L.P. -0- -0-
Hambrecht & Quist Group
Limited Partnership Interest
Liquidating Trust -0- 70,000
Hambrecht & Quist Venture Partners 833 -0-
RVR Securities -0- 50,000
Hambrecht & Quist Group 85,540 16,666
William R. Hambrecht 45,234 -0-
_______ _______
TOTAL 593,018 153,332
======= =======
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 deemed
to be the beneficial owner of 182,517 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<PAGE>
CUSIP No. 147905-10-3 SCHEDULE 13G Page 16 of 21
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 or other 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.
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. 147905-10-3 SCHEDULE 13G Page 17 of 21
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 GROUP
LIMITED PARTNERSHIP INTEREST
LIQUIDATING TRUST
By:/s/ Jackie A. Berterretche
__________________________
Jackie A. Berterretche By: /s/ William R. Hambrecht
Attorney-in-Fact __________________________
William R. Hambrecht
H&Q VENTURES INTERNATIONAL, Trustee
C.V.
GUARANTY FINANCE MANAGEMENT
CORP.
By:/s/ Jackie A. Berterretche
__________________________
Jackie A. Berterretche By: /s/ Eileen Thomas
Attorney-in-Fact __________________________
Eileen Thomas
H&Q VENTURES IV Attorney-in-Fact
HAMBRECHT & QUIST VENTURE
By:/s/ Jackie A. Berterretche PARTNERS
__________________________
Jackie A. Berterretche
Attorney-in-Fact By:/s/ Jackie A. Berterretche
___________________________
HAMQUIST Jackie A. Berterretche
Attorney-in-Fact
By:/s/ Jackie A. Berterretche RVR SECURITIES CORP.
__________________________
Jackie A. Berterretche
Attorney-in-Fact By: /s/ Steven M. Machtinger
__________________________
HAMBRECHT & QUIST GUARANTY Steven M. Machtinger
FINANCE, L.P. Secretary
By:/s/ Eileen Thomas
__________________________
Eileen Thomas
Attorney-in-Fact<PAGE>
CUSIP No. 147905-10-3 SCHEDULE 13G Page 18 of 21
HAMBRECHT & QUIST CALIFORNIA
By:/s/ Jackie A. Berterretche
__________________________
Jackie A. Berterretche
Attorney-in-Fact
HAMBRECHT & QUIST GROUP
By:/s/ Jackie A. Berterretche
__________________________
Jackie A. Berterretche
Attorney-in-Fact
WILLIAM R. HAMBRECHT
By:/s/ Jackie A. Berterretche
__________________________
Jackie A. Berterretche
Attorney-in-Fact<PAGE>
CUSIP No. 147905-10-3 SCHEDULE 13G Page 19 of 21
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 20<PAGE>
CUSIP No. 147905-10-3 SCHEDULE 13G Page 20 of 21
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, 1997.
H&Q LONDON VENTURES HAMBRECHT & QUIST GROUP
LIMITED PARTNERSHIP INTEREST
LIQUIDATING TRUST
By:/s/ Jackie A. Berterretche
__________________________
Jackie A. Berterretche By: /s/ William R. Hambrecht
Attorney-in-Fact __________________________
William R. Hambrecht
H&Q VENTURES INTERNATIONAL, Trustee
C.V.
GUARANTY FINANCE MANAGEMENT
By:/s/ Jackie A. Berterretche CORP.
__________________________
Jackie A. Berterretche
Attorney-in-Fact By: /s/ Eileen Thomas
__________________________
H&Q VENTURES IV Eileen Thomas
Attorney-in-Fact
By:/s/ Jackie A. Berterretche HAMBRECHT & QUIST VENTURE
__________________________ PARTNERS
Jackie A. Berterretche
Attorney-in-Fact
By:/s/ Jackie A. Berterretche
HAMQUIST ___________________________
Jackie A. Berterretche
Attorney-in-Fact
By:/s/ Jackie A. Berterretche
__________________________ RVR SECURITIES CORP.
Jackie A. Berterretche
Attorney-in-Fact
By: /s/ Steven M. Machtinger
HAMBRECHT & QUIST GUARANTY __________________________
FINANCE, L.P. Steven M. Machtinger
Secretary
By:/s/ Eileen Thomas
__________________________
Eileen Thomas
Attorney-in-Fact<PAGE>
CUSIP No. 147905-10-3 SCHEDULE 13G Page 21 of 21
HAMBRECHT & QUIST CALIFORNIA
By:/s/ Jackie A. Berterretche
__________________________
Jackie A. Berterretche
Attorney-in-Fact
HAMBRECHT & QUIST GROUP
By:/s/ Jackie A. Berterretche
__________________________
Jackie A. Berterretche
Attorney-in-Fact
WILLIAM R. HAMBRECHT
By:/s/ Jackie A. Berterretche
__________________________
Jackie A. Berterretche
Attorney-in-Fact<PAGE>
