UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Inference Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
45662K-10-9
(CUSIP Number)
David Mainzer, Esq.
Buchalter, Nemer, Fields & Younger
601 S. Figueroa Street, Suite 2400, Los Angeles, CA 90017
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 18, 1998
(Date of Event Which Requires Filing of this Statement)
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).
<PAGE>
CUSIP No. 45662K-10-9 SCHEDULE 13G Page 2 of 10
1 Name of Reporting Person J. Carlo Cannell
D/B/A Cannell Capital Management
IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
United States
5 Sole Voting Power
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 323,400
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
323,400
9 Aggregate Amount Beneficially Owned by each Reporting Person
323,400
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*[ ]
11 Percent of Class Represented by Amount in Row 9
5.60%
12 Type of Reporting Person*
IA
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CUSIP No. 45662K-10-9 SCHEDULE 13G Page 3 of 10
1 Name of Reporting Person Tonga Partners, LP
IRS Identification No. of Above Person 94-3164039
2 Check the Appropriate Box if a Member of a Group
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
156,115
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
156,115
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting Person
323,400
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*[ ]
11 Percent of Class Represented by Amount in Row 9
5.60%
12 Type of Reporting Person*
PN
<PAGE>
CUSIP No. 45662K-10-9 SCHEDULE 13G Page 4 of 10
1 Name of Reporting Person The Cuttyhunk Fund Limited
IRS Identification No. of Above Person n/a
2 Check the Appropriate Box if a Member of a Group
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
Bermuda
5 Sole Voting Power
79,985
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
79,985
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting Person
323,400
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*[ ]
11 Percent of Class Represented by Amount in Row 9
5.60%
12 Type of Reporting Person*
OO
<PAGE>
CUSIP No. 45662K-10-9 SCHEDULE 13G Page 5 of 10
1 Name of Reporting Person
Goldman Sachs Performance Partners (Offshore), L.P.
IRS Identification No. of Above Person 98-0190868
2 Check the Appropriate Box if a Member of a Group
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
Cayman Islands
5 Sole Voting Power
38,300
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
38,300
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting Person
323,400
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*[ ]
11 Percent of Class Represented by Amount in Row 9
5.60%
12 Type of Reporting Person*
PN
<PAGE>
CUSIP No. 45662K-10-9 SCHEDULE 13G Page 6 of 10
1 Name of Reporting Person
Goldman Sachs Performance Partners, L.P.
IRS Identification No. of Above Person 22-3590779
2 Check the Appropriate Box if a Member of a Group
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
49,000
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
49,000
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting Person
323,400
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*[ ]
11 Percent of Class Represented by Amount in Row 9
5.60%
12 Type of Reporting Person*
PN
<PAGE>
CUSIP No. 45662K-10-9 SCHEDULE 13G Page 7 of 10
Item 1(a). Name of Issuer. Inference Corp.
Item 1(b). Address of Issuer's Principal Executive Offices.
100 Rowland Way, Novato, CA 94945
Item 2(a). Name of Person Filing.
Item one of each cover page is incorporated by reference.
Item 2(b). Address of Principal Business Office or, if none, Residence.
Refer to Exhibit A
Item 2(c). Citizenship.
Item four of each cover page is incorporated by reference.
Item 2(d). Title of Class of Securities. Common Stock
Item 2(e). CUSIP Number. 45662K-10-9
Item 3. Type of Reporting Person.
Not applicable.
Item 4. Ownership.
Items 5-9 and 11 of each cover page are incorporated by
reference.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
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 Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Refer to Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
<PAGE>
CUSIP No. 45662K-10-9 SCHEDULE 13G Page 8 of 10
Item 10. Certification.
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.
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.
DATED: March 15, 1999
J. Carlo Cannell D/B/A Capital Management
/s/ J. Carlo Cannell
________________________
By: J. Carlo Cannell
Tonga Partners, L.P.
/s/ J. Carlo Cannell
________________________
By: J. Carlo Cannell
Its: General Partner
The Cuttyhunk Fund Limited
/s/ J. Carlo Cannell
________________________
By: J. Carlo Cannell
Its: Investment Advisor
<PAGE>
CUSIP No. 45662K-10-9 SCHEDULE 13G Page 9 of 10
GS Performance Partners (Offshore) L.P.
/s/ J. Carlo Cannell
________________________
By: J. Carlo Cannell
Its: Investment Advisor
GS Performance Partners, L.P.
/s/ J. Carlo Cannell
________________________
By: J. Carlo Cannell
Its: Investment Advisor
<PAGE>
CUSIP No. 45662K-10-9 SCHEDULE 13G Page 10 of 10
<TABLE>
<CAPTION> EXHIBIT A
Entity Address Type of Entity
<S> <C> <C>
J. Carlo Cannell ("Cannell") 600 California Street, Floor 14 Investment Advisor
D/B/A Cannell Capital Management San Francisco, CA 94108
Tonga Partners, LP 600 California Street, Floor 14 A Delaware limited partnership
San Francisco, CA 94108
The Cuttyhunk Fund Limited 73 Front Street A Bermuda Company
Hamilton, HM 12, Bermuda
Goldman Sachs 701 Mount Lucas Road, CN 850 A limited partnership organized under
Performance Partners (Offshore), LP Princeton, NJ 08542. the laws of the Cayman Islands
Goldman Sachs 701 Mount Lucas Road, CN 850 A Delaware limited partnership
Performance Partners, LP Princeton, NJ 08542
</TABLE>
