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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.: *
Name of Issuer: Bolivian Power Company Limited
Title of Class of Securities: Common Stock
CUSIP Number: C573105
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Mr. Peter J. Cobos c/o Kingdon Capital Management Corporation,
152 West 57th Street, New York, New York 10019, (212) 333-0100
(Date of Event which Requires Filing of this Statement)
August 15, 1996
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 [ ].
Check the following box if a fee is being paid with this
statement [X]. (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
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).
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CUSIP No. C573105
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Kingdon Capital Management Corporation #13-3158796
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
409,900
8. Shared Voting Power:
9. Sole Dispositive Power:
409,900
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
409,900
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
9.75%
14. Type of Reporting Person
CO
Item 1. Security and Issuer
This statement relates to shares of common stock (the
"Common Stock") of Bolivian Power Company Limited
("BLP"). BLP's principal executive office is located at
515 Madison Avenue, 28th Floor, New York, New York
10022.
Item 2. Identity and Background
This statement is being filed on behalf of Kingdon
Capital Management Corporation ("KCMC"), a Delaware
corporation. KCMC's principal business is to act as an
investment adviser; its principal office is at 152 West
57th Street, New York, New York 10019.
Mr. Mark Kingdon is the sole shareholder, director and
executive officer of KCMC. Mr. Kingdon has not, during
the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors). Mr. Kingdon has not, during the last
five years, been a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree or
final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal
or state securities laws or finding any violations with
respect to such laws.
Mr. Kingdon is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, KCMC beneficially owns 409,900
shares of Common Stock. All 409,900 shares of Common
Stock are held by entities and managed accounts over
which KCMC has investment discretion. The 409,900
shares of the Common Stock were purchased in open market
transactions at an aggregate cost of $16,200,996.91.
The funds for the purchase of the Common Stock held in
the entities and managed accounts over which KCMC has
investment discretion have come from each entity's or
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account's own funds. No leverage was used to purchase
any shares.
Item 4. Purpose of Transactions.
The shares of Common Stock beneficially owned by KCMC
were acquired for, and are being held for, investment
purposes.
KCMC has no plan or proposal which relates to, or would
result in, any of the actions enumerated in Item 4 of
the instructions to Schedule 13D.
Item 5. Interest in Securities of Issuer.
As of the date hereof, KCMC is the beneficial owner of
409,900 shares of Common Stock. Based on BLP's filing
on Schedule 10Q on June 30, 1996, there were 4,202,127
shares of Common Stock outstanding. Therefore, KCMC is
deemed to beneficially own 9.75% of the outstanding
shares of Common Stock. KCMC has the sole power to
vote, direct the vote, dispose of or direct the
disposition of all the shares of Common Stock that it is
currently deemed to beneficially own.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
KCMC has no contract, arrangement, understanding or
relationship with any person with respect to the Common
Stock.
Item 7. Material to be Filed as Exhibits.
Attached hereto as Exhibit A is a description of the
transactions in the Common Stock that were effected by KCMC
during the past 60 days.
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Signature
The undersigned, after reasonable inquiry and to the
best of its knowledge and belief, certifies that the information
set forth in this statement is true, complete and correct.
August 26, 1996
Kingdon Capital Management Corporation
By: /s/ Peter J. Cobos
__________________________
Peter J. Cobos, Controller
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EXHIBIT A
SCHEDULE OF TRANSACTIONS
Date Shares Purchased Price Per Share
or (Sold) (Not Including Commission)
____ _______________ ______________________
7/8/96 10,000 $39.81
8/1/96 70,400 37.93
8/1/96 (8,700) 37.42
8/12/96 (10,000) 37.44
8/15/96 205,100 38.06
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