CUSIP No. 943526103 Page 1 of 5 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
SCHEDULE 13G
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Final Amendment)
Wave Systems Corp.
_________________________________________________________________
(Name of Issuer)
Class A Common Stock, $.01 par value
_________________________________________________________________
(Title of Class of Securities)
943526103
_______________________________________________________________
(CUSIP Number)
________________________________
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CUSIP No. 943526103 Page 2 of 5 Pages
__________________________________________________________
1) Name of Reporting Person Balestra Capital, Ltd.
S.S. or I.R.S. Identification
No. of Above Person
_________________________________________________________________
2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ ]
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4) Citizenship or Place New York
of Organization
_________________________________________________________________
Number of 5) Sole Voting -0-
Shares Beneficially Power
Owned by Each
Reporting Person
With:
________________________________________
6) Shared Voting
Power -0-
________________________________________
7) Sole Disposi- 170,600 shares of
tive Power Class A Common Stock,
$.01 par value
________________________________________
8) Shared Dis-
positive Power -0-
________________________________________
9) Aggregate Amount Beneficially 170,600 shares of
Owned by Each Reporting Person Class A Common Stock,
$.01 par value
_________________________________________________________________
10) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
__________________________________________________________________
11) Percent of Class
Represented by 1.9%
Amount in Row (11)
__________________________________________________________________
12) Type of Reporting
Person IA
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CUSIP No. 943526103 Page 3 of 5 Pages
Final Amendment to Schedule 13G
_______________________________
Reference is hereby made to the statement on Schedule 13G
originally filed with the Securities and Exchange Commission on February 6,
1995 and Amendment No. 1 thereto filed on February 7, 1996.
Item 1(a) - Name of Issuer:
Wave Systems Corp.
Item 1(b) - Address of Issuer's Principal Executive Offices:
540 Madison Avenue, 38th Floor
New York, NY 10022
Item 2(a) - Name of Person Filing:
Balestra Capital, Ltd.
Item 2(b) - Address of Principal Business Office or, if none,
Residence:
1185 Avenue of the Americas
New York, New York 10036
Item 2(c) - Citizenship or Place of Organization:
New York
Item 2(d) - Title of Class of Securities:
Class A Common Stock, $.01 par value ("Common
Stock")
Item 2(e) - CUSIP Number:
943526103
Item 3 - Statements Filed Pursuant to Rules 13d-1(b) or
13d-2(b):
Balestra Capital, Ltd. is an Investment Adviser registered
under Section 203 of the Investment Advisers Act of 1940.
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CUSIP No. 943526103 Page 4 of 5 Pages
Item 4 - Ownership.
(a) Amount Beneficially Owned:
170,600 shares of Common Stock
(b) Percent of Class:
1.9%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
-0-
(ii) shared power to vote or to direct the vote:
-0-
(iii) sole power to dispose or to direct the dispo-
sition of:
170,600 shares of Common Stock
(iv) shared power to dispose or to direct the
disposition of:
-0-
Item 5 - Ownership of Five Percent or Less of a Class:
This statement is being filed to report that as of
the date hereof the filing person has ceased to beneficially
own more than five percent of the Common Stock.
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 Company:
Not Applicable
Item 8- Identification and Classification of Members of the Group:
Not Applicable
<PAGE>
CUSIP No. 943526103 Page 5 of 5 Pages
Item 10 - Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
in the ordinary course of business and were not acquired for
the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purpose or effect.
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.
BALESTRA CAPITAL, LTD.
By /s/ James L. Melcher
James L. Melcher, President
Date: January 28, 1997
