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

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(f) of the Investment Company Act of 1940

Form 4

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OMB Number: 3235-0287

Expires: December 31, 2001

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hours per response 0.5

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

(Print or Type Responses)

1 .Name and Address of Reporting Person*

Balch Hill Capital, LLC

(See Note 1)

2. Issuer Name and Ticker or Trading Symbol

Gadzoox Networks, Inc. (ZOOXE)

6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

______Director __

X__10% Owner

______Officer (give ______Other (specify title below) below)

____________________________

(Last) (First) (Middle)

2778 Green Street

3. IRS Identification Number of Reporting Person, if an entity
(voluntary)

4. Statement for
Month/Year

August 2002

(Street)

San Francisco, California 94123

5. If Amendment,
Date of Original
(Month/Year)

7. Individual or Joint/Group Filing (Check Applicable Line)
___Form filed by One Reporting Person
X_Form filed by More than One Reporting Person

(City) (State) (Zip)

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

1. Title of Security
(Instr. 4)

2. Trans-
action
Date

(Month/
Day/
Year)

3. Trans-
Action
Code
(Instr. 8)

4. Securities Acquired (A)
or Disposed of (D)
(Instr. 3, 4 AND 5)

5. Amount of
Securities
Beneficially
Owned at
End of Month

(Instr. 3 and 4)

6. Owner-
ship
Form:
Direct
(D) or
Indirect
(I)

(Instr. 4)

7. Nature of Indirect Beneficial Ownership

(Instr. 4)

Code

Amount

(A) or

(D)

Price

Common Stock

08/29/02

1,000,000

See Note 2

6,235,000

D&I

See Note 3

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).

Persons who respond to the collection of information contained
(Over)
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of
Derivative Security
(Instr. 4)

2. Conver-
sion or
Exercise
Price of
Deri-
vative
Security

3. Trans-
action
Date

(Month/
Day/
Year)

4. Trans-
action
Code
(Instr. 8)

5. Number of Deriv-
ative Securities Ac-
quired (A) or Dis-
posed of (D)
(Instr. 3, 4, and 5)

6. Date Exer-
cisable and
Expiration
Date
(Month/Day/
Year).

7. Title and Amount of Securities
Underlying
Derivative Security
(Inst. 4)

8. Price
of
Deriv-
ative
Secur-
ity
(Instr.
5)

9. Number
of deriv-
ative
Secur-
ities
Bene-
ficially
Owned
at End
of
Month
(Instr. 4)

10. Owner-
ship
Form of
Deriv-
ative
Security:
Direct
(D) or
Indirect
(I)
(Instr. 4)

11. Nature of Indirect
Beneficial Ownership
(Instr. 5)

Code

(A)

(D)

Date
Exer-
cisable

Expira-
tion
Date

Title

Amount or
Number of
Shares

Explanation of Responses:

1. The reporting persons (the "Reporting Persons") consist of Balch Hill Capital, LLC ("Balch Hill"), a registered investment adviser and Delaware limited liability company, Balch Hill Partners, L.P., a Delaware limited partnership ("Balch Hill Partners") and Simon J. Michael. Balch Hill is the general partner and investment adviser of Balch Hill Partners. Mr. Michael is the controlling person of Balch Hill. Balch Hill Partners is filing this report jointly with the other Reporting Persons, but not as a member of a group and expressly disclaims membership in a group. In addition, the Reporting Persons disclaim membership in a group with any other person not reporting hereon within the meaning of Rule 13d-5(b)(i) and Rule 16a-1(a)(1) under the Exchange Act.

2. These securities were sold in a private transaction for a total sales price of one dollar.

3. These securities are owned directly by Balch Hill Partners and indirectly by Balch Hill as the investment adviser and general partner of Balch Hill Partners, and Mr. Michael as the controlling person of Balch Hill. Balch Hill and Mr. Michael disclaim beneficial ownership in such securities except to the extent of their pecuniary interest therein.

Dated: August 30, 2002

Balch Hill Capital, LLC

By: Simon J. Michael

Manager

Balch Hill Partners, L.P.

By: Balch Hill Capital, LLC, General Partner

By: Simon J. Michael

Manager

Simon J. Michael

Joint Filer Information

Name: Simon J. Michael

Address: 2778 Green Street, San Francisco, CA 94123

Designated Filer: Balch Hill Capital, LLC

Issuer and Ticker Symbol: Gadzoox Networks, Inc. (ZOOXE)

Statement for Month/Year: August 2002

Signature: Simon J. Michael

Name: Balch Hill Partners, L.P.

Address: 2778 Green Street, San Francisco, CA 94123

Designated Filer: Balch Hill Capital, LLC

Issuer and Ticker Symbol: Gadzoox Networks, Inc. (ZOOXE)

Statement for Month/Year: august 2002

Signature: Balch Hill Partners, L.P.

By: Balch Hill Capital, LLC

By: Simon J. Michael, Manager

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff

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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GADZOOX NETWORKS INC 4