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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, ~~D.C.~~DC 20549

FORM 4

STATEMENT OF CHANGES IN 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(h) of the Investment Company Act of 1940

o Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Name and Address of ReportingPerson* (Last, First, Middle)

Issuer Name and Ticker ororTrading ~~TradingSymbol~~Symbol

I.R.S. Identification Number of ReportingPerson, if an entity (Voluntary)

Kaufman Michael D(Last) (First) (Middle)

DISC, Inc. (DCSR)

Kaufman, Michael D.

DISC, Inc. (DCSR)

2471 East Bayshore Road, Suite 520 (Street)

Statement for Month/Day/Year

If Amendment, Date of Original (Month/Day/Year)

2471 East Bayshore Road, Suite 520

Statement for (Month/Day/Year)

If Amendment, Date of Original (Month/Day/Year)

09/11/02

12/6/02

Relationship of Reporting Person(s)to Issuer (Check All Applicable)

Individual or Joint/Group Filing(Check Applicable Line)

(Street)

Relationship of Reporting Person(s) to Issuer (Check All Applicable)

Individual or Joint/Group Filing(Check Applicable Line)

Palo Alto, CA 94303 (City) (State) (Zip)

Director

10% Owner

Form ~~Filed~~filed by One Reporting Person

Officer (give title below)

Form ~~Filed~~filed by More than One Reporting Person

Other (specify below)

Reminder:		Report on a separate line for each class of securities beneficially owned directly or indirectly.

*		If the form is filed by more than one reporting person, see instruction 4(b)(v).

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

Title of Security(Instr. 3)

~~TransactionDate~~Transaction Date(Month/Day/Year)

2A2a.

Deemed ExecutionDate, if any.(Month/Day/Year)

~~TransactionCode~~Transaction Code(Instr. 8)

Securities Acquired (A)or ~~orDisposed~~Disposed of (D)(Instr. 3, 4 and 5)

Amount of ~~Sec-urities~~SecuritiesBeneficially ~~BeneficiallyOwned~~OwnedFollowing ~~FollowingReported~~Reported ~~Trans-action~~Transactions(s)(Instr. 3 and 4)

~~OwnershipForm:Direct (D) orIndirect (I)(Instr~~6. 4)

7OwnershipForm:Direct (D) orIndirect (I)(Instr. 4)

~~Nature ofIndirectBeneficialOwnership(Instr~~7. 4)

Nature ofIndirectBeneficialOwnership(Instr. 4)

Code

Amount

(A)or(D)

Price

Series TT Preferred Stock(1)(2)

09/11/02

5,556

$7.20

19,981,183(3)

By limited partnership

Preferred Stock (1)(2)

12/6/02

136,806

$0.90

22,185,303 (3)

By limited partnership

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Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

Title of DerivativeSecurity(Instr. 3)

Conversion or ExercisePrice of DerivativeSecurity

TransactionDate(Month/Day/Year)

3A3a.

Deemed ExecutionDate, if any(Month/Day/Year)

TransactionCode(Instr. 8)

Number of Derivative SecuritiesAcquired (A) or Disposed of (D)(Instr. 3, 4 and 5)

Code

(A)

(D)

Warrant (right to buy)

$0.90

9/11/02

13,889

Common Stock Warrant (right to buy)

12/6/02

342,013

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Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned — Continued(e.g., puts, calls, warrants, options, convertible securities)

Date Exercisable andExpiration Date (Month/Day/Year)

Title and Amount of Underlying Securities(Instr. 3 and 4)

Price of DerivativeSecurity(Instr. 5)

Number of ~~Derivative~~DerivativeSecurities ~~SecuritiesBeneficially~~Beneficially ~~Owned~~OwnedFollowing ~~FollowingReported~~Reported Transaction(s) (Instr. 4)

10.

Ownership Form of Derivative Security:Direct (D) ~~orIndirect~~or Indirect (I) (Instr. 4)

11.

Nature ofIndirectBeneficialOwnership(Instr. 4)

DateExercisable

ExpirationDate

Title

Amount orNumber ofShares

9/11/02

9/11/07

Common Stock

13,889

3,646,542

By limited partnership

9/30/02

9/30/07

Common Stock

342,013

$0.90

4,152,723

By limited partnership

Explanation of Responses:

(1) The ~~Securities~~securities represented hereby were purchased by the MK GVD Fund, a California limited partnership, and are deemed to be beneficially owned by the reporting person.

(2) Each share of ~~Series TT~~ Preferred Stock purchased hereunder is convertible into 10 shares of common stock of DISC, Inc.

(3) Assumes the conversion of all shares of preferred stock into shares of common stock of DISC, Inc.

/s/ Michael D. Kaufman		~~9/12/02~~December 10, 2002
**Signature of Reporting Person		Date

**		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.

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