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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: 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)
December 23, 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 [ ]. (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:
0
8. Shared Voting Power:
9. Sole Dispositive Power:
0
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
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)
0%
14. Type of Reporting Person
CO
The purpose of this Amendment No. 1 to the previously filed
Schedule 13D is to report that the ownership of Kingdon Capital
Management Corporation ("KCMC") in the Common Stock (the "Common
Stock") of Bolivian Power Company Limited ("BLP") has decreased
from 9.75% to 0% of the shares of Common Stock outstanding.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No Change.
Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, KCMC beneficially owns 0 shares
of Common Stock. The funds for the purchase of the
Common Stock that was held in the entities and managed
accounts over which KCMC has investment discretion came
from each entity's or account's own funds. No leverage
was used to purchase any shares.
Item 4. Purpose of Transactions.
No change.
Item 5. Interest in Securities of Issuer.
As of the date hereof, KCMC is the beneficial owner of 0
shares of Common Stock. Therefore, KCMC is deemed to
beneficially own 0% of the outstanding shares of Common
Stock. KCMC had the sole power to vote, direct the
vote, dispose of or direct the disposition of all the
shares of Common Stock that it was deemed to
beneficially own. KCMC ceased to be the beneficial
owner of more than 5% of the outstanding shares of
Common Stock on December 23, 1996.
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Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
No change.
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 60 days prior to December 23, 1996.
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.
April 9, 1997
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)
____ _______________ ______________________
12/16/96 81,980* $0.00
12/23/96 409,900 43.00
*Shares received via dividend on December 16, 1996
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48400002.AH4
