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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Name of Issuer: ON2.COM INC.
Title of Class of Securities: Common Stock
CUSIP Number: 68338A107
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Gary Wolfe
c/o Seward & Kissel LLP
One Battery Park Plaza
New York, New York
(Date of Event which Requires Filing of this Statement)
6/30/00
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 [ ].
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 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).
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CUSIP No. 68338A107
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stanley N. Marder
2. Check the appropriate box if a member of a group
a.
b.
3. SEC Use Only
4. SOURCE OF FUNDS
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
U.S.
7. Sole Voting Power
2,325,363
8. Shared Voting Power
9. Sole Dispositive Power
2,325,363
10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,325,363
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
9.5%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES
TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION.
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The purpose of this Amendment No. 1 to the previously filed
Schedule 13D is to report that as of June 30, 2000, the deemed
beneficial ownership of Stanley N. Marder (the "Reporting
Person") in the shares of common stock (the "Shares") of ON2.COM,
INC. (the "Company") decreased by more than 1% from the original
filing on Schedule 13D.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other Consideration
No change.
Item 4. Purpose of Transaction
No change.
Item 5. Interest in Securities of the Issuer
As of the date hereof, the Reporting Person is deemed to
be the beneficial owner of 2,325,363 Shares. Based on the
Company's Form 10-Q filed on May 15, 2000, as of March 31, 2000
there were 24,643,823 Shares outstanding. Therefore, the
Reporting Person is deemed to be the beneficial owner of 9.5% of
the outstanding Shares. The Reporting Person has the power to
vote and direct the vote and to dispose of or direct the
disposition of all of the Shares of which he is currently deemed
to be the beneficial owner.
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All transactions in the Shares effected by the Reporting
Person in the 60 days prior to June 30, 2000 through the date of
this filing are set forth in a table on Exhibit A hereto.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of
the Issuer
No change.
Item 7. Material to be Filed as Exhibits
A description of the transactions in the Shares that
were effected by the Reporting Person during the 60 days prior to
June 30, 2000 through the date of this filing is filed herewith
as Exhibit A.
Signature
The undersigned, after reasonable inquiry and to the
best of his knowledge and belief, certifies that the information
set forth in this statement is true, complete and correct.
July 12, 2000
/s/ Stanley N. Marder
__________________________
STANLEY N. MARDER
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Exhibit A
Schedule of Transactions
Number of Shares
Trade Date Purchased or (Sold) Price Per Share
__________ ___________________ _______________
6/15/00 (68,000) 7.45066
6/16/00 (38,800) 7.41495
6/19/00 (300) 6.94977
6/20/00 (41,700) 6.97137
6/21/00 (60,000) 7.16416
6/22/00 (3,800) 6.94977
6/22/00 (10,000) 6.97727
6/26/00 (10,000) 6.94977
6/30/00 (30,000) 5.43462
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02394001.AA2
