<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
TALX Corporation
---------------------------------
(Name of Issuer)
Common
---------------------------------
(Title of Class of Securities)
874918105
------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement ( ). (A fee
is not required only if the filing 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 later 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> 2
CUSIP NO. 874918105 13G PAGE 2 OF 5 PAGES
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard F. Ford ###-##-####
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
St. Louis, Missouri
- -------------------------------------------------------------------------------
5 SOLE VOTING POWER
2,000
NUMBER OF ---------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 664,824
EACH ---------------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 2,000
---------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
664,824
- -------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
666,824
- -------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.2%
- -------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
<PAGE> 3
ITEM 1.
(a) Name of Issuer
TALX Corporation
(b) Address of Issuer's Principal Executive Offices
1850 Borman Ct., St. Louis, MO 63146
ITEM 2.
(a) Name of Person Filing
Richard F. Ford
(b) Address of Principal Business Office or, if none, Residence
8000 Maryland Ave., St. Louis, MO 63105
(c) Citizenship
U.S.
(d) Title of Class of Securities
Common
(e) CUSIP Number
874918105
ITEM 3.
IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-1(B), CHECK WHETHER
THE PERSON FILING IS A:
(a) ( ) Broker or Dealer registered under Section 15 of the Act
(b) ( ) Bank as defined in section 3(a)(6) of the Act
(c) ( ) Insurance Company as defined in section 3(a)(19) of the Act
(d) ( ) Investment Company registered under section 8 of the Investment
Company Act
(e) ( ) Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
<PAGE> 4
(f) ( ) Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F)
(g) ( ) Parent Holding Company, in accordance with Section 240.13d-1(b)
(ii)(G) (Note: See Item 7)
(h) ( ) Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
ITEM 4.
OWNERSHIP
(a) Amount Beneficially Owned
666,824
(b) Percent of Class
12.2%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 2,000
(ii) shared power to vote or to direct the vote: 664,824
(iii) sole power to dispose or to direct the disposition of: 2,000
(iv) shared power to dispose or to direct the disposition of: 664,824
ITEM 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following ( ).
ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
The shares reported represent shares beneficially owned by Gateway
Venture Partners II, L.P., the manager of which is Gateway Associates, of which
Mr. Ford is the managing general partner.
ITEM 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
<PAGE> 5
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.
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.
February 12, 1999
_____________________________
Date
/s/ Richard F. Ford
_____________________________
