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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.: 1
Name of Issuer: Perclose Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 71361C107
(Date of Event Which Requires Filing of this Statement)
December 31, 1998
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / 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).
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CUSIP Number: 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. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
489,000
7. Sole Dispositive Power:
8. Shared Dispositive Power:
489,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person
489,000
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
2
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11. Percent of Class Represented by Amount in Row (9)
4.5%
12. Type of Reporting Person
PN
3
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CUSIP Number: 71361C107
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Deerfield Partners, L.P.
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
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
489,000
7. Sole Dispositive Power:
8. Shared Dispositive Power:
489,000
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
489,000
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
4
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11. Percent of Class Represented by Amount in Row (9)
4.5%
12. Type of Reporting Person
PN
5
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CUSIP Number: 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. Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
111,000
7. Sole Dispositive Power:
8. Shared Dispositive Power:
111,000
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
111,000
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
6
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11. Percent of Class Represented by Amount in Row (9)
1.0%
12. Type of Reporting Person
PN
7
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CUSIP Number: 71361C107
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Deerfield International Limited
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
111,000
7. Sole Dispositive Power:
8. Shared Dispositive Power:
111,000
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
111,000
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
8
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11. Percent of Class Represented by Amount in Row (9)
1.0%
12. Type of Reporting Person
CO
9
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CUSIP Number: 71361C107
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Arnold H. Snider
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
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
600,000
7. Sole Dispositive Power:
8. Shared Dispositive Power:
600,000
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
600,000
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
10
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11. Percent of Class Represented by Amount in Row (9)
5.5%
12. Type of Reporting Person
IN
11
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Item 1(a) Name of Issuer: Perclose Inc.
(b) Address of Issuer's Principal Executive Offices:
199 Jefferson Drive
Menlo Park, CA 94025
Item 2(a) - (c). Name, Principal Business Address, and
Citizenship of Persons Filing:
Arnold H. Snider
Deerfield Capital, L.P.
Deerfield Partners, L.P.
Deerfield Management Company
450 Lexington Avenue
Suite 1450
New York, NY 10017
Deerfield International Limited
c/o Hemisphere Management (B.V.I.) Limited
Bison Court
Columbus Centre
P.O. Box 3460
Road Town, Tortola
British Virgin Islands
Mr. Snider - United States citizen
Deerfield Capital, L.P. and Deerfield Partners,
L.P. - Delaware limited partnerships
Deerfield Management Company- New York limited
partnership
Deerfield International Limited - British Virgin
Islands corporation
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 71361C107
Item 3. If this statement is filed pursuant to Rule
13d-1(b)(1) or 13d-2(b) or (c) check whether the person
filing is:
(a) / / Broker or dealer registered under Section 15 of
the Act,
(b) / / Bank as defined in Section 3(a)(6) of the Act,
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(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,
(f) / / Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund,
(g) / / Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G),
(h) / / Savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act,
(i) / / Church plan excluded from the definition of an
investment company under Section 3(c)(14) of
the Investment Company Act,
(j) / / Group, in accordance with Rule 13d-
1(b)(1)(ii)(H).
If this statement is filed pursuant to Rule 13d-1(c), check
this box. /X/
Item 4. Ownership.
(a) Amount Beneficially Owned: Deerfield Capital,
L.P. and Deerfield Partners, L.P. - 489,000;
Deerfield Management Company and Deerfield
International Limited - 111,000; Arnold H.
Snider - 600,000
(b) Percent of Class: Deerfield Capital, L.P. and
Deerfield Partners, L.P. - 4.5%; Deerfield
Management Company and Deerfield International
Limited - 1.0%; Arnold H. Snider - 5.5%
(c) Deerfield Capital, L.P. and Deerfield Partners,
L.P. - 489,000 shares with shared power to vote
or to direct the vote; 0 shares with sole power
to vote or to direct the vote; 489,000 shares
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with shared power to dispose or to direct the
disposition of; 0 shares with the sole power to
dispose or to direct the disposition of
Deerfield Management Company and Deerfield
International Limited - 111,000 shares with
shared power to vote or to direct the vote; 0
shares with sole power to vote or to direct the
vote; 111,000 shares with shared power to
dispose or to direct the disposition of; 0
shares with the sole power to dispose or to
direct the disposition of
Arnold H. Snider - 600,000 shares with shared
power to vote or to direct the vote; 0 shares
with sole power to vote or to direct the vote;
600,000 shares with shared power to dispose or
to direct the disposition of; 0 shares with the
sole power to dispose or to direct the
disposition of
Item 5. Ownership of Five Percent or Less of a Class.
As of the date hereof, Deerfield Capital, L.P.,
Deerfield Partners, L.P., Deerfield Management
Company and Deerfield International Limited have
ceased to be beneficial owners of more than five
percent of the Common Stock.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported by the
Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the
Group.
N/A
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Item 9. Notice of Dissolution of the Group.
N/A
Item 10.
Certification for Rule 13d-1(c): By signing below I
certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or
effect.
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.
DEERFIELD CAPITAL, L.P.
By: Snider Capital Corp.,
General Partner
By: /s/ Arnold H. Snider
___________________________
Arnold H. Snider, President
DEERFIELD PARTNERS, L.P.
By: Deerfield Capital, L.P.
By: Snider Capital Corp.,
General Partner
By: /s/ Arnold H. Snider
___________________________
Arnold H. Snider, President
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DEERFIELD MANAGEMENT COMPANY
By: Snider Management Company,
General Partner
By: /s/ Arnold H. Snider
___________________________
Arnold H. Snider, President
DEERFIELD INTERNATIONAL LIMITED
By: Deerfield Management Company
By: Snider Management Company,
General Partner
By: /s/ Arnold H. Snider
___________________________
Arnold H. Snider, President
ARNOLD H. SNIDER
/s/ Arnold H. Snider
___________________________
February 2, 1999
__________________
Date
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Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13G dated
February 2, 1999 relating to the Common Stock of Perclose
Inc. shall be filed on behalf of the undersigned.
DEERFIELD CAPITAL, L.P.
By: Snider Capital Corp.,
General Partner
By: /s/ Arnold H. Snider
___________________________
Arnold H. Snider, President
DEERFIELD PARTNERS, L.P.
By: 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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DEERFIELD INTERNATIONAL LIMITED
By: Deerfield Management Company
By: Snider Management Company,
General Partner
By: /s/ Arnold H. Snider
___________________________
Arnold H. Snider, President
ARNOLD H. SNIDER
/s/ Arnold H. Snider
___________________________
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00871001.AQ2
