<PAGE> OMB Number 3235-0104
Expires: September 30, 1998
Estimated average burden
hours per response 0.5
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of Reporting Person
Palo Alto Investors
(Last) (First) (Middle)
470 University Avenue, Palo Alto, CA 94301
2. Date of Event Requiring Statement (Month/Day/Year) 4/11/00
3. IRS or Social Security Number of Reporting Person (Voluntary) _______
4. Issuer Name and Ticker or Trading Symbol: Geerlings & Wade, Inc.
(GEER)
5. Relationship of reporting person to issuer
(Check all applicable)
____ Director XX 10% Owner
____ Officer (give ____ Other (specify
title below) below)
___See Note (1)________
6. If Amendment, Date of Original (Month/Day/Year) __________________
7. Individual or Joint/Group Filing (Check Applicable line)
____ Form filed by one Reporting Person
XX Form filed by More than One Reporting Person -- See Note (1).
<PAGE>
FORM 3 (continued) Page 2 of 5 Pages
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security: Common Stock
2. Amount of Securities Beneficially Owned (Instr. 4)
475,800 shares -- See Notes (2) and (3).
3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) I
4. Nature of Indirect Beneficial Ownership (Instr. 5) --See Notes (2)
and (3).
__________________________________________________________________________
Reminder: Report on a separate line for each class of
securities beneficially owned directly or indirectly. (Over)
* If the form is filed by more than one reporting person,
see Instruction 5(b)(v). SEC 1473 (7-
96)
<PAGE>
FORM 3 (continued) Page 3 of 5 Pages
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
___________________________________________
2. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable Expiration Date
____________________ ________________________
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
Title ________________________ Amount or Number of Shares
__________
4. Conversion or Exercise Price of Derivative Security
_______________
5. Ownership Form of Derivative Security:
Direct (D) or Indirect (I) (Instr. 5)
____________________
6. Nature of Indirect Beneficial Ownership (Instr. 5)
_____________________________________________________________________
__________________________________________________________________________
(1) The reporting persons consist of (i) Palo Alto Investors, a
registered investment adviser and general partner of investment limited
partnerships; and (ii) William Leland Edwards, the controlling shareholder
of Palo Alto Investors. Each reporting person disclaims membership in a
group with any other person within the meaning of Rule 13d-5(b)(1) and
Rule 16a-1(a)(1) under the Securities Exchange Act of 1934, as amended.
(2) These securities are owned by an investment advisory account of Palo
Alto Investors or by an investment limited partnership of which Palo Alto
Investors is the general partner.
<PAGE>
FORM 3 (continued) Page 4 of 5 Pages
(3) Each reporting person has only a pro rata interest in the securities
with respect to which indirect beneficial ownership is reported and
disclaims beneficial ownership in such securities except to the extent of
such reporting person's pecuniary interest.
PALO ALTO INVESTORS
By: /s/ William Leland Edwards 9/21/00
William Leland Edwards Date
President
** Intentional misstatements or omissions of facts constitute
Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C.
78ff(a).
Note: File three copies of this Form, one of which must be manually
signed.
If space is insufficient, See Instruction 6 for procedure.
Potential persons who are to respond to the collection
of information contained in this form are not required to respond
unless the form displays a currently valid OMB Number. SEC 1474 (7-96)
Joint Filer Information
Name: William Leland Edwards
Address: 470 University Avenue, Palo Alto, CA 94301
Designated Filer: Palo Alto Investors
Issuer and Ticker Symbol: Geerlings & Wade, Inc. (GEER)
Statement for Month/Year: April 2000
Signature: By: /s/ William L. Edwards
<PAGE>
FORM 3 (continued) Page 5 of 5 Pages
CONFIRMING STATEMENT
This Statement confirms that the undersigned has authorized and designated
Palo Alto Investors ("PAI") to execute and file on the undersigned's
behalf all Forms 3, 4 and 5 (including any amendments thereto) that the
undersigned may be required to file with the U.S. Securities and Exchange
Commission as a result of the undersigned's ownership of or transactions
in securities of Geerlings & Wade, Inc. (GEER). The authority of PAI
under this Statement shall continue until the undersigned is longer
required to file Forms 3, 4 and 5 with regard to the undersigned's
ownership of or transactions in securities of GEER, unless earlier revoked
in writing. The undersigned acknowledges that PAI is not assuming any of
the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934.
Date: September 21, 2000
/s/ William Leland Edwards
William Leland Edwards
CSR\4325\002\1115673.01
