UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Castelle
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
147905-10-3
(CUSIP Number)
December 31, 1997
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[x] Rule 13d-1(d)
*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).
-1-<PAGE>
CUSIP No. 147905-10-3 SCHEDULE 13G Page 2 of 18
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
SHARES 6 Shared Voting Power
BENEFICIALLY
OWNED BY EACH 729,346
REPORTING
PERSON WITH 7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
911,863
9 Aggregate Amount Beneficially Owned By Each Reporting Person
911,863
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
19.6%
12 Type Of Reporting Person*
PN<PAGE>
CUSIP No. 147905-10-3 SCHEDULE 13G Page 3 of 18
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
SHARES 6 Shared Voting Power
BENEFICIALLY
OWNED BY EACH -0-
REPORTING
PERSON WITH 7 Sole Dispositive Power
-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 4 of 18
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
SHARES 6 Shared Voting Power
BENEFICIALLY
OWNED BY EACH 729,346
REPORTING
PERSON WITH 7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
911,863
9 Aggregate Amount Beneficially Owned By Each Reporting Person
911,863
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
19.6%
12 Type Of Reporting Person*
PN<PAGE>
CUSIP No. 147905-10-3 SCHEDULE 13G Page 5 of 18
1 Name Of Reporting Person VENTURE ASSOCIATES (BVI) LIMITED
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
Bermuda
5 Sole Voting Power
-0-
NUMBER OF
SHARES 6 Shared Voting Power
BENEFICIALLY
OWNED BY EACH 729,346
REPORTING
PERSON WITH 7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
911,863
9 Aggregate Amount Beneficially Owned By Each Reporting Person
911,863
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
19.6%
12 Type Of Reporting Person*
PN<PAGE>
CUSIP No. 147905-10-3 SCHEDULE 13G Page 6 of 18
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
SHARES 6 Shared Voting Power
BENEFICIALLY
OWNED BY EACH 729,346
REPORTING
PERSON WITH 7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
911,863
9 Aggregate Amount Beneficially Owned By Each Reporting Person
911,863
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
19.6%
12 Type Of Reporting Person*
PN<PAGE>
CUSIP No. 147905-10-3 SCHEDULE 13G Page 7 of 18
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
SHARES 6 Shared Voting Power
BENEFICIALLY
OWNED BY EACH -0-
REPORTING
PERSON WITH 7 Sole Dispositive Power
-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*
OO<PAGE>
CUSIP No. 147905-10-3 SCHEDULE 13G Page 8 of 18
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
SHARES 6 Shared Voting Power
BENEFICIALLY
OWNED BY EACH 729,346
REPORTING
PERSON WITH 7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
911,863
9 Aggregate Amount Beneficially Owned By Each Reporting Person
911,863
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
19.6%
12 Type Of Reporting Person*
PN<PAGE>
CUSIP No. 147905-10-3 SCHEDULE 13G Page 9 of 18
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
SHARES 6 Shared Voting Power
BENEFICIALLY
OWNED BY EACH 729,346
REPORTING
PERSON WITH 7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
911,863
9 Aggregate Amount Beneficially Owned By Each Reporting Person
911,863
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
19.6%
12 Type Of Reporting Person*
CO<PAGE>
CUSIP No. 147905-10-3 SCHEDULE 13G Page 10 of 18
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
SHARES 6 Shared Voting Power
BENEFICIALLY
OWNED BY EACH 729,346
REPORTING
PERSON WITH 7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
911,863
9 Aggregate Amount Beneficially Owned By Each Reporting Person
911,863
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
19.6%
12 Type Of Reporting Person*
CO<PAGE>
CUSIP No. 147905-10-3 SCHEDULE 13G Page 11 of 18
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
SHARES 6 Shared Voting Power
BENEFICIALLY
OWNED BY EACH 729,346
REPORTING
PERSON WITH 7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
911,863
9 Aggregate Amount Beneficially Owned By Each Reporting Person
911,863
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
19.6%
12 Type Of Reporting Person*
HC, CO<PAGE>
CUSIP No. 147905-10-3 SCHEDULE 13G Page 12 of 18
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
SHARES 6 Shared Voting Power
BENEFICIALLY
OWNED BY EACH 729,346
REPORTING
PERSON WITH 7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
911,863
9 Aggregate Amount Beneficially Owned By Each Reporting Person
911,863
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
19.6%
12 Type Of Reporting Person*
IN<PAGE>
CUSIP No. 147905-10-3 SCHEDULE 13G Page 13 of 18
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
4,490,599 shares of Common Stock issued and outstanding as of
December 31, 1997. As of December 31, 1997, 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 14 of 18
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.* -0- -0-
H&Q Ventures IV 60,839 -0-
Venture Associates (BVI) Limited 1,034 -0-
Hamquist 1,251 -0-
Hambrecht & Quist Group Limited
Partnership Interest Liquidating Trust* -0- -0-
Hambrecht & Quist Venture Partners 43,634 -0-
RVR Securities -0- 50,000
Hambrecht & Quist California 85,540 86,666
William R. Hambrecht 45,234 -0-
_______ _______
TOTAL 576,014 153,332
======= =======
*Reporting person has been dissolved or terminated
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
existing arrangements, Hambrecht & Quist Group does not have
voting power over such shares, but may be considered to have
investment power. Although such shares are included in the
number of shares beneficially owned by the reporting persons<PAGE>
CUSIP No. 147905-10-3 SCHEDULE 13G Page 15 of 18
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,
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.
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 16 of 18
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 10, 1998.
H&Q LONDON VENTURES RVR SECURITIES CORP.
By: /s/ Steven M. Machtinger
By: /s/ Jackie A. Berterretche __________________________
__________________________ Steven M. Machtinger
Jackie A. Berterretche Secretary
Attorney-in-Fact
HAMBRECHT & QUIST CALIFORNIA
H&Q VENTURES IV By: /s/ Jackie A. Berterretche
__________________________
By: /s/ Jackie A. Berterretche Jackie A. Berterretche
__________________________ Attorney-in-Fact
Jackie A. Berterretche
Attorney-in-Fact HAMBRECHT & QUIST GROUP
VENTURE ASSOCIATES (BVI) By: /s/ Steven M. Machtinger
LIMITED __________________________
Steven M. Machtinger
By: /s/ Jackie A. Berterretche General Counsel & Secy.
__________________________
Jackie a. Berterretche WILLIAM R. HAMBRECHT
Attorney-in-Fact
By: /s/ Jackie A. Berterretche
HAMQUIST __________________________
Jackie A. Berterretche
By: /s/ Jackie A. Berterretche Attorney-in-Fact
__________________________
Jackie A. Berterretche
Attorney-in-Fact
HAMBRECHT & QUIST VENTURE
PARTNERS
By: /s/ Jackie A. Berterretche
__________________________
Jackie A. Berterretche
Attorney-in-Fact<PAGE>
CUSIP No. 147905-10-3 SCHEDULE 13G Page 17 of 18
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 18<PAGE>
CUSIP No. 147905-10-3 SCHEDULE 13G Page 18 of 18
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 10, 1998.
H&Q LONDON VENTURES RVR SECURITIES CORP.
By: /s/ Steven M. Machtinger
By: /s/ Jackie A. Berterretche __________________________
__________________________ Steven M. Machtinger
Jackie A. Berterretche Secretary
Attorney-in-Fact
HAMBRECHT & QUIST CALIFORNIA
H&Q VENTURES IV By: /s/ Jackie A. Berterretche
__________________________
By: /s/ Jackie A. Berterretche Jackie A. Berterretche
__________________________ Attorney-in-Fact
Jackie A. Berterretche
Attorney-in-Fact HAMBRECHT & QUIST GROUP
VENTURE ASSOCIATES (BVI) By: /s/ Steven M. Machtinger
LIMITED __________________________
Steven M. Machtinger
By: /s/ Jackie A. Berterretche General Counsel & Secy.
__________________________
Jackie a. Berterretche WILLIAM R. HAMBRECHT
Attorney-in-Fact
By: /s/ Jackie A. Berterretche
HAMQUIST __________________________
Jackie A. Berterretche
By: /s/ Jackie A. Berterretche Attorney-in-Fact
__________________________
Jackie A. Berterretche
Attorney-in-Fact
HAMBRECHT & QUIST VENTURE
PARTNERS
By: /s/ Jackie A. Berterretche
__________________________
Jackie A. Berterretche
Attorney-in-Fact<PAGE>
