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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.:
Name of Issuer: Perclose Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 71361C107
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Mr. Arnold Snider c/o Deerfield Management,
450 Lexington Avenue, Suite 1450,
New York, New York 10017, (212) 551-1600
(Date of Event which Requires Filing of this Statement)
November 20, 1997
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
*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).
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CUSIP No. 71361C107
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Deerfield Capital, L.P.
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
537,600
8. Shared Voting Power:
9. Sole Dispositive Power:
537,600
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
537,600
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
5.1%
14. Type of Reporting Person
PN
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CUSIP No. 71361C107
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Deerfield Management Company
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
62,400
8. Shared Voting Power:
9. Sole Dispositive Power:
62,400
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
62,400
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
.5%
14. Type of Reporting Person
PN
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Item 1. Security and Issuer
This statement relates to shares of common stock (the
"Common Stock") of Perclose Inc. (the "Company"). The
Company's principal executive office is located at
199 Jefferson Drive, Menlo Park, CA 94025.
Item 2. Identity and Background
This statement is being filed on behalf of Deerfield
Capital, L.P. ("Deerfield Capital"), a Delaware limited
partnership, and Deerfield Management Company
("Deerfield Management"), a New York limited partnership
(together referred to as the "Reporting Persons"). The
principal business of each of the Reporting Persons is
to act as an investment adviser; the principal office of
each of the Reporting Persons is at 450 Lexington
Avenue, Suite 1450, New York, NY 10017. Deerfield
Capital is the general partner of Deerfield Partners,
L.P., a Delaware limited partnership, and Deerfield
Management is the investment manager of Deerfield
International Limited, a British Virgin Islands
corporation (together referred to as the "Funds").
Arnold H. Snider is the sole shareholder, president and
director of Snider Capital Corp., a Delaware corporation
which serves as the general partner of Deerfield
Capital. Mr. Snider is also the sole shareholder,
president and director of Snider Management Corporation,
a Delaware corporation which serves as the general
partner of Deerfield Management.
Neither of the Reporting Persons nor Mr. Snider has,
during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors). Neither of the Reporting Persons nor
Mr. Snider has, during the last five years, been a party
to a civil proceeding of a judicial or administrative
body of competent jurisdiction which resulted in a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding
any violations with respect to such laws.
Mr. Snider is a citizen of the United States of America.
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Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, the Reporting Persons
beneficially own, in the aggregate, 600,000 shares of
the Company's Common Stock. All 600,000 shares of
Common Stock are held by the Funds. The shares of
Common Stock were purchased in open market transactions
at an aggregate cost of $12,907,339. The funds for the
purchase of the Common Stock held by the Funds came from
each entity's own funds or from margin loans entered
into in the ordinary course of business.
Item 4. Purpose of Transactions.
The shares of Common Stock beneficially owned by the
Reporting Persons were acquired for, and are being held
for, investment purposes.
The Reporting Persons have no plan or proposal which
relates to, or would result in, any of the actions
enumerated in Item 4 of the instructions to Schedule
13D.
Item 5. Interest in Securities of Issuer.
As of the date hereof, the Reporting Persons are the
beneficial owners of an aggregate of 600,000 shares of
the Company's Common Stock. Based on information
received from the Company, we believe there to be
10,627,500 shares of the Company's Common Stock
outstanding as of November 20, 1997. Therefore, the
Reporting Persons beneficially own an aggregate of 5.6%
of the Company's outstanding shares of Common Stock.
Mr. Snider is also deemed to beneficially own 5.6% of
the Company's outstanding shares of Common Stock.
Deerfield Capital beneficially owns 537,600 shares of
the 600,000 shares of Common Stock, equal to 5.1% of the
Company's outstanding shares of Common Stock. Deerfield
Management beneficially owns 62,400 shares of the
600,000 shares, equal to .5% of the Company's
outstanding shares of Common Stock. The Reporting
Persons have the power to vote, direct the vote, dispose
of or direct the disposition of all the shares of the
Company's Common Stock that they each respectively
currently beneficially own.
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Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The Reporting Persons have no contract, arrangement,
understanding or relationship with any person with
respect to the Common Stock.
Item 7. Material to be Filed as Exhibits.
Attached hereto as Exhibit A is a description of the
transactions in the Common Stock that were effected by
the Reporting Persons during the past 60 days.
Signature
The undersigned, after reasonable inquiry and to
the best of its knowledge and belief, certifies that the
information set forth in this statement is true, complete
and correct.
December 2x, 1997
DEERFIELD CAPITAL, L.P.
By: Snider Capital Corp.,
General Partner
By: /s/ Arnold H. Snider
___________________________
Arnold H. Snider, President
DEERFIELD MANAGEMENT COMPANY
By: Snider Management Company,
General Partner
By: /s/ Arnold H. Snider
___________________________
Arnold H. Snider, President
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EXHIBIT A
SCHEDULE OF TRANSACTIONS
Transaction Shares Acquired Price Per Share
Date (Sold) (Not Including Commission)
______________ _______________ __________________________
11/20/97 125,000 $21.00
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00871001.AN4
