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


SCHEDULE 13D


Under the Securities Exchange Act of 1934
(Amendment No.   )*


 HealthDesk Corporation
(Name of Issuer)

Common Stock, par value $.01 per share
(Title of Class Securities)

42220T102
(CUSIP Number)

Edgewater Private Equity Fund II, L.P.
Attn. Mr. Brian J. Thompson
666 Grand Avenue, Suite 200
Des Moines, IA  50309
(515)245-5666
(Name, Address and Telephone Number of Person Authorized to Receive 
Notices and Communications

March 7, 1997
(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          o.

Check the following box if a fee is being paid with the statement o.
  (A fee is not required only if the reporting person:  (1) has a 
previous statement on file reporting beneficial ownership of more 
than five percent of the class of securities described in Item 1;  and 
(2) has filed no amendment subsequent thereto reporting beneficial 
ownership of five percent or less of such class.)   (See Rule 13d-7.)

Note:  Six copies of this statement, including all exhibits, should
 be filed with the Commission.  See Rule 13d-1(a) for other parties 
to whom copies are to be sent.

*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).

CUSIP No. :42220T102
1) Names of Reporting Persons   S.S. or I.R.S. Identification Nos. 
   of Above Person

  Edgewater Private Equity Fund II, L.P.           42-1446140

2) Check the Appropriate Box if a Member of a Group
a)
b)
3) SEC Use Only


4) Source of Funds: 00

5) Check if Disclosure of Legal Proceedings is Required Pursuant to 
Items     2(d) or (e)     o

6) Citizenship or Place of Organization :  United States

Number of     7) Sole Voting Power:               971,000
Shares
Beneficially   8) Shared Voting Power:           -0-
Owned by
Each               9) Sole Dispositive Power:     971,000
Reporting
Person          10) Shared Dispositive Power:    -0-
With

11) Aggregate Amount Beneficially Owned by Each Reporting Person
971,000

12)  Check if the Aggregate Amount in Row (11) Excludes Certain 
    Shares     o

13) Percent of Class Represented by Amount in Row 11:    18.0%

14) Type of Reporting Person: PN


Item 1. Security and Issuer
- -----------------------------------
This Initial Statement on Schedule 13D (the "Statement") relates to
 the common stock, par value $.01 per share (the "Common Stock") of
 HealthDesk Corporation, a California corporation (the "Company"). 
 The principal executive offices of the Company are located at 2560
 Ninth Street, Suite 220, Berkeley, CA 94710.

Item 2 Identity and Background
- ---------------------------------------
(a)   Edgewater Private Equity Fund II, L.P., (the "Purchaser") is a
      Delaware limited partnership.

(b)   The partnership's principal business address is 666 Grand Avenue
      Suite 200, Des Moines, IA  50309.

(c.)  The partnership was formed for investment purposes.

(d)   During the last five years neither the partnership, its general
      partner, nor the officers of the general partner have been 
      convicted in a criminal proceeding.

(e)   During the last five years neither the partnership, its general
      partner, nor the officers of the general partner have been a 
      party to a civil proceeding of a judicial or administrative 
      body of competent jurisdiction and as a result of such 
      proceeding was or is subject to a judgment, decree or final 
      order enjoining future violations of, or prohibiting or 
      mandating activities subject to, federal or state securities 
      laws.

(f)   United States

Item 3 Source and Amount of Funds or Other Consideration
- --------------------------------------------------------
On March 7, 1997 the Purchaser acquired 50,000 shares of Common Stock
 in the open market for total consideration of $206,250.  In various 
transactions between July of 1995 and February of 1996, both public 
and privately negotiated, the Purchaser acquired a total of 921,000 
shares of Common Stock for total consideration of $1,360,926.  The 
Purchaser acquired such shares of Common Stock with funds invested 
by its general and limited partners for the purpose of acquiring 
equity securities.

Item 4 Purpose of Transaction.  The purchaser does not propose any of
 the following
- ---------------------------------------------------------------------
(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 including but not limited to, if the issuer is a 
     registered closed-end investment company, any plans or proposals
     to make any changes in its investment policy for which a vote 
     is required by section 13 of the Investment Company Act of 1940;

(g)   Changes in the issuer's charter, bylaws or instruments 
      corresponding thereto or other actions 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)   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
- ---------------------------------------------------
(a)   As of the date of this Statement, the Purchaser beneficially 
     owned an aggregate of 971,000 shares of Common Stock of the 
     Company.  Such shares of Common Stock represent 18.0% of the 
     outstanding Common Stock of the Company, based upon 5,389,720 
     shares of Common Stock outstanding as of March 7,1997.

(b)   The Purchaser has sole power to vote or direct the vote and 
     sole power to dispose or direct the disposition of 971,000 
     shares of Common Stock that are owned.

(c )  On February 18, 1997 the Purchaser acquired 10,000 shares of
      the Company's Common Stock in the open market for total 
      consideration of $52,500.  On February 25, 1997 the Purchaser 
      acquired 10,000 shares of the Company's Common Stock in the
      open market for total consideration of $46,250.

(d)   N/A

(e)   N/A

Item 6. Contracts, Arrangements, Understandings or Relationship 
with Respect to Securities of the Issuer.:
- ----------------------------------------------------------------
None.

Item 7. Material to be Filed as Exhibits
- ------------------------------------------------
None

SIGNATURE
- -----------------------
After reasonable inquiry and to the best of my knowledge and belief, 
the undersigned certifies that the information set forth in this 
Statement is true, complete and correct.

Dated:  March 11, 1997

- ---------------------------
/s/ James A. Gordon
- ---------------------------
James A. Gordon 
President of Gordon Management, Inc.
General Partner to Edgewater II Management, L.P. 
which is the General Partner
 of Edgewater Private Equity Fund II, LP