<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Ciao Cucina Corporation
_________________________________________________________________
(Name of Issuer)
Common Stock, no par value
_________________________________________________________________
(Title of Class of Securities)
125421 10 7
_________________________________________________________________
(CUSIP Number)
John H. Wyant
2000 PNC Center
201 East Fifth Street
Cincinnati, Ohio 45202
(513) 723-2300
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 22, 1998
_________________________________________________________________
(Date of Event which Requires Filing
of this Statement)
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. X
___
*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 disclosures provided in
a prior cover page.
The information required on 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 1 of 9 Pages
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CUSIP No. 125421 10 7 13D 2 of 9 pages
_________________________________________________________________
1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons
Blue Chip Venture Company
_________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) X
(b) ___
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4) Source of Funds (See Instructions)
WC
_________________________________________________________________
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) ___
_________________________________________________________________
6) Citizenship or Place of Organization
Ohio
_______________________________________________________________
| NUMBER OF SHARES | 7) Sole Voting Power -0- |
| BENEFICIALLY OWNED |_________________________________________|
| BY EACH REPORTING | 8) Shared Voting Power 1,266,983 |
| PERSON WITH |_________________________________________|
| | 9) Sole Dispositive Power -0- |
| |_________________________________________|
| | 10) Shared Dispositive Power 1,266,983 |
|_______________________________________________________________|
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,266,983
_________________________________________________________________
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) ___
N/A
_________________________________________________________________
13) Percent of Class Represented by Amount in Row (11)
34.7%
_________________________________________________________________
14) Type of Reporting Person (See Instructions)
CO
<PAGE>
CUSIP No. 125421 10 7 13D 3 of 9 pages
_________________________________________________________________
1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons
Blue Chip Capital Fund Limited Partnership
_________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) X
(b) ___
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4) Source of Funds (See Instructions)
WC
_________________________________________________________________
5) Check Box 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 | 7) Sole Voting Power -0- |
| BENEFICIALLY OWNED |_________________________________________|
| BY EACH REPORTING | 8) Shared Voting Power 1,249,165 |
| PERSON WITH |_________________________________________|
| | 9) Sole Dispositive Power -0- |
| |_________________________________________|
| | 10) Shared Dispositive Power 1,249,165 |
|_______________________________________________________________|
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,249,165
_________________________________________________________________
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) ___
N/A
_________________________________________________________________
13) Percent of Class Represented by Amount in Row (11)
34.2%
_________________________________________________________________
14) Type of Reporting Person (See Instructions)
CO
<PAGE>
CUSIP No. 125421 10 7 13D 4 of 9 pages
_________________________________________________________________
1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons
John H. Wyant
_________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) X
(b) ___
3) SEC Use Only
_________________________________________________________________
4) Source of Funds (See Instructions)
WC
_________________________________________________________________
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) ___
_________________________________________________________________
6) Citizenship or Place of Organization
USA
_______________________________________________________________
| NUMBER OF SHARES | 7) Sole Voting Power -0- |
| BENEFICIALLY OWNED |_________________________________________|
| BY EACH REPORTING | 8) Shared Voting Power 1,266,983 |
| PERSON WITH |_________________________________________|
| | 9) Sole Dispositive Power -0- |
| |_________________________________________|
| | 10) Shared Dispositive Power 1,266,983 |
|_______________________________________________________________|
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,266,983
_________________________________________________________________
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) ___
N/A
_________________________________________________________________
13) Percent of Class Represented by Amount in Row (11)
34.7%
_________________________________________________________________
14) Type of Reporting Person (See Instructions)
IN
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CUSIP No. 125421 10 7 13D 5 of 9 pages
_________________________________________________________________
1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons
Z. David Patterson
_________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) X
(b) ___
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4) Source of Funds (See Instructions)
WC
_________________________________________________________________
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) ___
_________________________________________________________________
6) Citizenship or Place of Organization
USA
_______________________________________________________________
| NUMBER OF SHARES | 7) Sole Voting Power -0- |
| BENEFICIALLY OWNED |_________________________________________|
| BY EACH REPORTING | 8) Shared Voting Power 1,266,983 |
| PERSON WITH |_________________________________________|
| | 9) Sole Dispositive Power -0- |
| |_________________________________________|
| | 10) Shared Dispositive Power 1,266,983 |
|_______________________________________________________________|
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,266,983
_________________________________________________________________
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) ___
N/A
_________________________________________________________________
13) Percent of Class Represented by Amount in Row (11)
34.7%
_________________________________________________________________
14) Type of Reporting Person (See Instructions)
IN<PAGE>
Item 1. Security and Issuer
___________________
This statement relates to the Common Stock, no par
value ("Common Stock"), of Ciao Cucina Corporation (the
"Issuer"). The name and address of the principal executive
offices of the Issuer are as follows:
700 Walnut Street
Suite 300
Cincinnati, Ohio 45202
Item 2. Identity and Background
_______________________
The persons filing this statement are Blue Chip Venture
Company, an Ohio corporation ("BCVC"), Blue Chip Capital Fund
Limited Partnership, a Delaware limited partnership ("Blue
Chip"), John H. Wyant and Z. David Patterson. The business
address of all such persons is 2000 PNC Center, 201 East Fifth
Street, Cincinnati, Ohio 45202.
BCVC is the general partner of Blue Chip. The
executive officers and directors of BCVC and their principal
occupations are set forth below.
Name Title Principal Occupation
____ _____ ____________________
John H. Wyant Director and Same
President
Z. David Patterson Director and Same
Executive Vice
President
Each of Mr. Wyant and Mr. Patterson or his spouse is also a
limited partner of Blue Chip and owns beneficially 50% of the
stock of BCVC.
BCVC, an Ohio corporation, is a venture capital management firm
and is the General Partner of Blue Chip.
Blue Chip is a Cincinnati, Ohio based venture capital limited
partnership organized under Delaware law.
Messrs. Wyant and Patterson are citizens of the United States.
The address of all such persons is c/o BCVC at the address set
forth above. During the last five years none of such persons has
been convicted in a criminal proceeding or has been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he was or is subject
to a judgment, decree or final order enjoining future violations
or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
_________________________________________________
The source of funds used by each of Blue Chip and BCVC
to purchase Common Stock is its respective working capital.
Item 4. Purpose of Transaction.
______________________
The purpose of the acquisition of the Common Stock is
investment. Blue Chip may acquire additional shares of Common
Stock or dispose of shares if it deems such transaction to be
financially advantageous. Blue Chip also reserves the right to
change such intent if circumstances change. In view of the
current financial difficulties of the Issuer and Mr. Wyant's
fiduciary duty as a director of the Issuer, Blue Chip and Mr.
Wyant are considering various alternatives to strengthen the
financial condition and results of operations of the Issuer,
including the raising of additional capital, the combination of
Issuer's business with that of another entity or changes in the
current management of the Issuer. On May 21, 1998, the Issuer
announced that it had entered into a letter of intent to merge
with The Glazier Group ("Glazier) in a transaction in which the
shareholders of Glazier will own approximately 81% of the
combined company. Except as described above, Blue Chip currently
has no plan or proposal which relates to or would result in:
(a) The acquisition by any person of additional
securities of the Issuer, or the disposition of
securities of the Issuer;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving
the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets
of the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or
management of the Issuer, including any plans or
proposals to change the number or term of
directors or to fill any existing vacancies on the
board;
(e) Any material change in the present capitalization
or dividend policy of the Issuer;
(f) Any other material change in the Issuer's business
or corporate structure;
(g) Changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions
<PAGE>
which may impede the acquisition of control of the
Issuer by any person;
(h) Causing a class of securities of the Issuer to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-
dealer quotation system of a registered national
securities association;
(i) Causing a class of equity securities of the Issuer
becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated
above.
Item 5. Interest in Securities of the Issuer.
____________________________________
The following table sets forth information with respect
to the shares of Common Stock of which the reporting persons have
or share beneficial ownership:
Percent of
Record Owner Number of Shares Outstanding
____________ ________________ ___________
Blue Chip 17,818 .3
BCVC 1,249,165 (1) 34.4%
(1) Includes 400,000 shares which may be acquired upon the
exercise of outstanding warrants.
On January 16, 1998, Blue Chip agreed to lend up to $500,000 to
the Issuer pursuant to a Promissory Note due December 31, 1998
bearing interest at 14% per annum. $200,000 was advanced
pursuant to such Note on January 16, 1998 and the balance was
advanced thereafter. In partial consideration for such loan, the
Issuer issued to Blue Chip a warrant to purchase up to 200,000
shares of its Common Stock at a price of $1.35 per share, the
number of shares to be pro-rata to the amount advanced.
On May 22, 1998, Blue Chip agreed to lend an additional $100,000
to the Issuer pursuant to a Promissory Note due December 31,
1998. In partial consideration for such loan, the Issuer issued
to Blue Chip a warrant to purchase an additional 100,000 shares
of its Common Stock at a price of $1.35 per share.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of Issuer.
__________________________________________________
None, except as described above.
<PAGE>
Item 7. Material to be Filed as Exhibits.
________________________________
None
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.
June 5, 1998 /s/ John H. Wyant
_________________ ______________________________
Date John H. Wyant
/s/ Z. David Patterson
______________________________
Z. David Patterson
BLUE CHIP VENTURE COMPANY
By: /s/ John H. Wyant
__________________________
John H. Wyant, President
BLUE CHIP CAPITAL FUND LIMITED
PARTNERSHIP
By: Blue Chip Venture Company,
Its General Partner
By: /s/ John H. Wyant
________________________
John H. Wyant, President
<PAGE>
Exhibit I
Each of the undersigned affirms that he or it agrees to the
joint filing of this Schedule 13D with the other reporting
persons listed below and agrees that this Schedule 13D is filed
on his or its behalf.
/s/ John H. Wyant
____________________________
John H. Wyant
/s/ Z. David Patterson
____________________________
Z. David Patterson
BLUE CHIP VENTURE COMPANY
By: /s/ John H. Wyant
________________________
John H. Wyant, President
BLUE CHIP CAPITAL FUND LIMITED
PARTNERSHIP
By: Blue Chip Venture Company,
Its General Partner
By: /s/ John H. Wyant
________________________
John H. Wyant, President
