GLYKO BIOMEDICAL LTD
SC 13G, 1999-02-18
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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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. 1 )*

               Glyko Biomedical, Ltd. (the "Issuer")
                          (Name of Issuer)

                            Common Stock
                   (Title of Class of Securities)

                             379904 10 5
                           (CUSIP Number)


Check the following box if a fee is being paid with the statement ___. (A fee is
not required only if the reporting person:  (1) has a previous statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.).

*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
disclosures 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 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>



                              SCHEDULE 13G

 ----------------------------------------
         CUSIP No. 379904 10 5
 ----------------------------------------
                                            ------------------------------------
                                                         Page 2 of 5 Pages
                                            ------------------------------------

   ------ ----------------------------------------------------------------------
     1    NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
          Gwynn R. Williams

   ------ ----------------------------------------------------------------------
     2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)
                                                               (b)
   ------ ----------------------------------------------------------------------
     3    SEC USE ONLY

   ------ ----------------------------------------------------------------------
     4    CITIZENSHIP OR PLACE OF ORGANIZATION
          United Kingdom

   ------ ----------------------------------------------------------------------
      NUMBER OF         5     SOLE VOTING POWER
        SHARES                3,070,100 shares as of December 2, 1998
     BENEFICIALLY             (See Item 4(c) herein)
       OWNED BY              
         EACH
      REPORTING
        PERSON
         WITH
                     -------- --------------------------------------------------
                        6     SHARED VOTING POWER
                              0 (See Item 4(c) herein)

                     -------- --------------------------------------------------
                        7     SOLE DISPOSITIVE POWER
                              3,070,100 shares  as of December 2, 1998
                              (See Item 4(c) herein)

                     -------- --------------------------------------------------
                        8     SHARED DISPOSITIVE POWER
                              0 (See Item 4(c) herein)

   ----------------- -------- --------------------------------------------------
   9     AGGREGATE AMOUNT  BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,070,100
         shares of Common  Stock  (See Item 4(c)).

 ------- -----------------------------------------------------------------------
   10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 ------- -----------------------------------------------------------------------
   11    PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  (9)  10.6%
              
 ------- -----------------------------------------------------------------------
   12    TYPE OF REPORTING PERSON*
         IN
 ------- -----------------------------------------------------------------------


<PAGE>



Item 1.

     (a)  Name of the Issuer:      Glyko Biomedical, Ltd. (the "Issuer")

     (b)  Address of the Issuer:   371 Bel Marin Keys Blvd., Suite 210
                                   Novato, CA 94949

Item 2.

     (a)  Name of the Person Filing:         Gwynn R. Williams

     (b)  Address of the Principal Office:  c/o Life Sciences Research, Ltd.
                                            3rd Floor Salisbury House
                                            15 Victoria Street
                                            Douglas
                                            Isle of Man, British Isles  IM1 2LW


     (c)  Citizenship:     United Kingdom

     (d)  Title of Class of Securities:       Glyko Biomedical Ltd. Common Stock
                                              ("Common Stock" or "Shares")
                                               

     (e)  CUSIP Number:    379904 10 5

Item 3. This statement is not being filed pursuant to Rule 13d-1(b) or 13d-2(b)
          

     

                               Page 3 of 5
<PAGE>



Item 4.  Ownership

         a. Amount Beneficially Owned

                 At December 2, 1998, the Reporting Person may be deemed to have
          beneficially  owned an aggregate of 3,070,100 shares of Common Stock.
          All securities as being deemed owned by the Reporting  person were
          purchased as follows:  (a) 2,050,468  shares of Issuer's Common Stock 
          (No  Par  Value)  were  acquired  from the Issuer in the initial 
          public offering on December 21, 1992 (b) an additional 70,000 were
          acquired from another investor at the initial public offering
          (c) 408,784 shares were issued on March 31, 1993 by the Issuer for the
          conversion of a bridge loan to the Issuer (d) 454,100 shares were sold
          on September 28, 1993 (d) 416,758 shares were acquired from the Issuer
          in a private placement on April 3, 1995 along with 416,758 warrants
          to purchase common shares of the Issuer (e)450,000 shares were
          acquired from another shareholder off market on June 19, 1995 
          (f) 4,000 shares were purchased from the Issuer on March 21, 1997
          in a private placement (g) 114,520 shares of stock options 
          were granted from 1994 to January 1999 in lieu of director's fees, 
          unexercised stock options are not included in the above aggregate
          ownership and (h)  20,000 options granted in 1994 were exercised on 
          December 2, 1998 and the shares were held and included in the above
          aggregate ownership.

         b. Percent of class

                 At December 2, 1998, the Reporting person may be deemed to have
          beneficially  owned  approximately  10.6% of the outstanding shares of
          Common Stock.  This percentage was calculated based upon 28,950,029
          shares of Common Stock outstanding as reported in the Issuer's
          Management Information Circular dated January 28, 1999 as being
          outstanding as of January 28, 1999.

         c.   Power to vote or direct the vote and dispose or direct the
               disposition of securities

                 At December 2, 1998, (i) Reporting Person had the sole power to
          vote or direct  the vote of,  and the sole  power to dispose or direct
          the  disposition  of, all  3,070,100 shares of Common Stock  reported
          herein to be beneficially  owned by the Reporting Person, and (ii) the
          Reporting  Person would also have the sole power to vote or direct the
          vote of, and the sole power to  dispose or direct the  disposition  of
          all 312,568 shares of Common Stock underlying the Warrants, when, as
          and if it elected to exercise such  Warrants, and (iii) the Reporting
          Person would also have the sole power to vote or direct the vote of
          and the sole power to dispose or direct the disposition of 94,520 
          shares of Common Stock Options, when, as and if it elected to exercise
          such Options together aggregating (with its present direct 3,070,100 
          share holdings)  3,477,188 Common Shares,  or  approximately  12.0%
          as of December 2, 1998,  computed  as aforesaid.  The Reporting Person
          has no present intent to exercise its voting power in a manner  which
          would change or influence  the control of  the  Issuer.  


                           
                                   Page 4 of 5
<PAGE>

Item 5.  Ownership of Five percent or less of a Class
                      Not Applicable

Item 6.  Ownership of Five percent or less of a Class
                      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

         
                                    SIGNATURE


         After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this Statement is true,  complete and
correct.




                                    Date:  December 2, 1998

                                    

                                    

                                    /s/ Gwynn R. Williams
                                    ------------------------------------------
                                    Gwynn R. Williams


                                Page 5 of 5


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