SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*

Worldtalk Communications Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

98155G101

(CUSIP Number)

December 31, 2002

(Date of Event Which Requires Filing of this Statement)

	Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

		o	Rule 13d-1(b)

		o	Rule 13d-1(c)

		x	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).

CUSIP No. 98155G101

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Page 2 of 16 Pages




1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Venrock Associates I.R.S. #13-6300995

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
						(a)	x
						(b)	o

3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	New York, U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5	SOLE VOTING POWER

					0

				6	SHARED VOTING POWER

					0

				7	SOLE DISPOSITIVE POWER

					0

				8	SHARED DISPOSITIVE POWER

					0

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		0

10			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*




11			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			0.0%

12			TYPE OF REPORTING PERSON*

			PN

*SEE INSTRUCTION BEFORE FILLING OUT!

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Page 3 of 16 Pages



1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Venrock Associates II, L.P. I.R.S. #13-3844754

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
						(a)	x
						(b)	o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	New York, U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5	SOLE VOTING POWER

					0

				6	SHARED VOTING POWER

					0

				7	SOLE DISPOSITIVE POWER

					0

				8	SHARED DISPOSITIVE POWER

					0

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		0

10			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*



11			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			0.0%

12			TYPE OF REPORTING PERSON*

			PN

*SEE INSTRUCTION BEFORE FILLING OUT!

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1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Peter O. Crisp

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
						(a)	x
						(b)	o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5	SOLE VOTING POWER

					0

				6	SHARED VOTING POWER

					0

				7	SOLE DISPOSITIVE POWER

					0

				8	SHARED DISPOSITIVE POWER

					0

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		0

10			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*



11			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			0.0%

12			TYPE OF REPORTING PERSON*

			IN

*SEE INSTRUCTION BEFORE FILLING OUT!

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Page 5 of 16 Pages




1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Anthony B. Evnin

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
						(a)	x
						(b)	o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5	SOLE VOTING POWER

					0

				6	SHARED VOTING POWER

					0

				7	SOLE DISPOSITIVE POWER

					0

				8	SHARED DISPOSITIVE POWER

					0

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		0

10			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*



11			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			0.0%

12			TYPE OF REPORTING PERSON*

			IN

*SEE INSTRUCTION BEFORE FILLING OUT!

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Page 6 of 16 Pages




1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON David R. Hathaway

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
						(a)	x
						(b)	o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5	SOLE VOTING POWER

					0

				6	SHARED VOTING POWER

					0

				7	SOLE DISPOSITIVE POWER

					0

				8	SHARED DISPOSITIVE POWER

					0

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		0

10			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*



11			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			0.0%

12			TYPE OF REPORTING PERSON*

			IN

*SEE INSTRUCTION BEFORE FILLING OUT!

CUSIP No. 98155G101

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Page 7 of 16 Pages



1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Patrick F. Latterell

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
						(a)	x
						(b)	o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5	SOLE VOTING POWER

					0

				6	SHARED VOTING POWER

					0

				7	SOLE DISPOSITIVE POWER

					0

				8	SHARED DISPOSITIVE POWER

					0

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		0

10			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*



11			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			0.0%


12			TYPE OF REPORTING PERSON*

			IN

*SEE INSTRUCTION BEFORE FILLING OUT!

CUSIP No. 98155G101

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Page 8 of 16 Pages




1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ted H. McCourtney

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
						(a)	x
						(b)	o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5	SOLE VOTING POWER

					0

				6	SHARED VOTING POWER

					0

				7	SOLE DISPOSITIVE POWER

					0

				8	SHARED DISPOSITIVE POWER

					0

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		0

10			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*



11			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			0.0%

12			TYPE OF REPORTING PERSON*

			IN

*SEE INSTRUCTION BEFORE FILLING OUT!

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Page 9 of 16 Pages




1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ray A. Rothrock

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
						(a)	x
						(b)	o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5	SOLE VOTING POWER

					0

				6	SHARED VOTING POWER

					0

				7	SOLE DISPOSITIVE POWER

					0

				8	SHARED DISPOSITIVE POWER

					0

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		0

10			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*



11			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			0.0%

12			TYPE OF REPORTING PERSON*

			IN

*SEE INSTRUCTION BEFORE FILLING OUT!

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Page 10 of 16 Pages




1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kimberley A. Rummelsburg

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
						(a)	x
						(b)	o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5	SOLE VOTING POWER

					0

				6	SHARED VOTING POWER

					0

				7	SOLE DISPOSITIVE POWER

					0

				8	SHARED DISPOSITIVE POWER

					0

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		0

10			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*



11			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			0.0%

12			TYPE OF REPORTING PERSON*

			IN

*SEE INSTRUCTION BEFORE FILLING OUT!

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1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Anthony Sun

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
						(a)	x
						(b)	o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5	SOLE VOTING POWER

					0


				6	SHARED VOTING POWER

					0

				7	SOLE DISPOSITIVE POWER

					0

				8	SHARED DISPOSITIVE POWER

					0

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		0

10			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*



11			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			0.0%

12			TYPE OF REPORTING PERSON*

			IN

*SEE INSTRUCTION BEFORE FILLING OUT!

CUSIP No. 98155G101

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Page 12 of 16 Pages

Introductory Note: This Statement on Schedule 13G is filed on behalf of Venrock Associates, a limited partnership organized under the law of the State of New York, Venrock Associates II, L.P., a limited partnership organized under the laws of the State of New York, Peter O. Crisp, Anthony B. Evnin, David R. Hathaway, Patrick F. Latterell, Ted H. McCourtney, Ray A. Rothrock, Kimberley A. Rummelsburg and Anthony Sun in respect of shares of Common Stock of Worldtalk Communications Corporation.

Item 1(a)	Name of Issuer

	Worldtalk Communications Corporation

Item 1(b)	Address of Issuer’s Principal Executive Offices

	5155 Old Ironsides Drive
	Santa Clara, California 95054

Item 2(a)	Name of Person Filing

	Venrock Associates (“Venrock”)
	Venrock Associates II, L.P. (“Venrock II”)

	Peter O. Crisp
	Anthony B. Evnin
	David R. Hathaway
	Patrick F. Latterell
	Ted H. McCourtney
	Ray A. Rothrock
	Kimberley A. Rummelsburg
	Anthony Sun

Item 2(b)	Address of Principal Business Office or, if none, Residence

	New York Office:	Menlo Park Office:	Cambridge Office:

	30 Rockefeller Plaza	2494 Sand Hill Road	One Canal Park
	Room 5508	Suite 200	Suite 1120
	New York, NY 10112	Menlo Park, CA 94025	Cambridge, MA 02142

Item 2(c)	Citizenship

	Venrock and Venrock II are limited partnerships organized in the State of New York. Anthony B. Evnin, David R. Hathaway, Ray A. Rothrock and Anthony Sun are General Partners of Venrock and Venrock II and are all citizens of the United States of America. Peter O. Crisp, Patrick F. Latterell, Ted H. McCourtney and Kimberley A. Rummelsburg are retired General Partners of Venrock and Venrock II and are all citizens of the United States of America.

Item 2(d)	Title of Class of Securities

	Common Stock

Item 2(e)	CUSIP Number

	98155G101

Item 3	Not applicable.

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Item 4	Ownership

	(a) and (b)

	Each of Venrock and Venrock II beneficially owns no shares or 0.0% of the outstanding shares of common stock.

	Each of Peter O. Crisp, Anthony B. Evnin, David R. Hathaway, Patrick F. Latterell, Ted H. McCourtney, Ray A. Rothrock, Kimberley A. Rummelsburg and Anthony Sun beneficially owns no shares or 0.0% of the outstanding shares of common stock.

	(c)

	Each of Venrock and Venrock II has sole voting power and dispositive power over no shares of common stock and shared voting power and dispositive power over no shares of common stock.

	Each of Peter O. Crisp, Anthony B. Evnin, David R. Hathaway, Patrick F. Latterell, Ted H. McCourtney, Ray A. Rothrock, Kimberley A. Rummelsburg and Anthony Sun has sole voting and dispositive power over no shares of common stock and shared voting and dispositive power over no shares of common stock.

Item 5	Ownership of Five Percent or Less of a Class

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x

Item 6	Ownership of More than Five Percent of Behalf on Another Person

	No person, other than the General Partners of Venrock and Venrock II, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of common stock owned by Venrock and Venrock II.

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

	This schedule is being filed pursuant to 13d-1(d). The identities of the four General Partners and the four retired General Partners of Venrock and Venrock II are stated in Item 2.

Item 9	Notice of Dissolution of Group

	Not applicable.

Item 10	Certification

	Not applicable.

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Page 14 of 16 Pages

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.

February 14, 2003		VENROCK ASSOCIATES

		By:	/s/ Anthony B. Evnin

			Anthony B. Evnin General Partner

February 14, 2003		VENROCK ASSOCIATES II, L.P.

		By:	/s/ Anthony B. Evnin

			Anthony B. Evnin General Partner

February 14, 2003	GENERAL PARTNERS

		/s/ Peter O. Crisp

		Peter O. Crisp

		/s/ Anthony B. Evnin

		Anthony B. Evnin

		/s/ David R. Hathaway

		David R. Hathaway

		/s/ Patrick F. Latterell

		Patrick F. Latterell

		/s/ Ted H. McCourtney

		Ted H. McCourtney

		/s/ Ray A. Rothrock

		Ray A. Rothrock

		/s/ Kimberley A. Rummelsburg

		Kimberley A. Rummelsburg

		/s/ Anthony Sun

		Anthony Sun

CUSIP No. 98155G101

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Page 15 of 16 Pages

EXHIBIT INDEX

Exhibit No.		Page No.
99.1	Agreement pursuant to 13d-1(k)(1) among Venrock Associates, Venrock Associates II, L.P. and the General Partners thereof	16

WORLDTALK COMMUNICATIONS CORP SC 13G/A