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

                       AMENDMENT NO. 1 TO SCHEDULE 13G

                 Under the Securities Exchange Act of 1934
                              (Amendment No. 1)*

                               BITSTREAM, INC.
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                              (Name of Issuer)

                            CLASS A COMMON STOCK
- --------------------------------------------------------------------------------
                       (Title of Class of Securities)

                                091736108
                     ----------------------------------
                              (CUSIP Number)


- --------------------------------------------------------------------------------
               (Date of Event Which Requires Filing of this Statement)

Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing 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).

*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. 091736108
          ---------

- -------------------------------------------------------------------------------
 (1) Names of Reporting Persons.
     I.R.S. Identification Nos. of above persons (entities only).

     INTRINSIC VALUE ASSET MANAGEMENT
     ####-##-####
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 (2) Check the Appropriate Box if a Member   (a)  / /
     of a Group (See Instructions)           (b)  / /
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 (3) SEC Use Only

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 (4) Citizenship or Place of Organization

     CALIFORNIA, U.S.A.
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 Number of Shares             (5) Sole Voting Power
 Beneficially                            0
 Owned by                    --------------------------------------------------
 Each Reporting               (6) Shared Voting Power
 Person With:                       40,400
                             --------------------------------------------------
                              (7) Sole Dispositive Power
                                    40,400
                             --------------------------------------------------
                              (8) Shared Dispositive Power
                                         0
- -------------------------------------------------------------------------------
 (9) Aggregate Amount Beneficially Owned by Each Reporting Person

     40,400
- -------------------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
     Instructions)        / /
- -------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)

     .005%
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(12) Type of Reporting Person (See Instructions)

     IA
- -------------------------------------------------------------------------------



Item 1.

    (a) NAME OF ISSUER:  Bitstream Inc.

    (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

                  215 First Street
                  Cambridge,  MA   02142

Item 2.

    (a) NAME OF PERSON FILING:   Intrinsic Value Asset Management

    (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:

         Intrinsic Value Asset Management
         24955 Pacific Coast Highway, Suite C-204
         Malibu, California 90265

    (c) CITIZENSHIP: Intrinsic Value Asset Management was formed in California.

    (d) TITLE OF CLASS OF SECURITIES:  Class A Common Stock

    (e) CUSIP NUMBER: 091736h108




Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check
whether the person filing is a:

(a)_____    Broker or Dealer registered under Section 15 of  the Act.

(b)_____    Bank as defined in Section 3(a)(6) of the Act.

(c)_____    Insurance company as defined in Section 3(a)(19) of the Act.

(d)_____    Investment company registered under Section 8 of the Investment
            Company Act of 1940.

(e) X       Investment adviser registered under Section 203 of the Investment
   -----    Advisers Act of 1940.

(f)_____    Employee Benefit Plan, Pension Fund which is subject to the
            provisions of the Employee Retirement Income Security Act of 1974
            or Endowment Fund; see Sec 240.13d-1(b)(1)(ii)(F).

(g)_____    Parent Holding Company, in accordance with Sec 240.13d-1(b)(ii)(G)
            (Note:  See Item 1).

(h)_____    Group, in accordance with Sec 240.13d-1(b)(1)(ii)(H).

Item 4. Ownership.

    (a) Amount beneficially owned:

       40,400 shares may be deemed beneficially owned within the meaning of Rule
13d-3 of the Securities Exchange Act of 1934 by Intrinsic Value Asset
Management.

    (b) Percent of Class:

        .005%

    (c) For information on voting and dispositive power with respect to the
above listed shares, see Items 5-8 of the Cover Page.

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 on Behalf of Another Person.

     The shares of common stock to which this Schedule relates are held in
investment advisory accounts of Intrinsic Value Asset Management. As a result,
various persons have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the securities.

     The shares were purchased for investment purposes. Intrinsic Value Asset
Management will work together with management to increase shareholder value.




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.

         Not Applicable.

Item 9. Notice of Dissolution of Group.

         Not Applicable.

Item 10.  Certification.

          By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes 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.

DATE:   February 3, 2000

                                            INTRINSIC VALUE ASSET MANAGEMENT

                                            By: /s/ Ken Luskin
                                                ------------------------------
                                                Ken Luskin