NOISE CANCELLATION TECHNOLOGIES INC
SC 13D/A, 1997-08-05
MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES
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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.:  2

Name of Issuer:  Noise Cancellation Technologies, Inc.

Title of Class of Securities:  Common Stock, $.01 par value

CUSIP Number:  655279107

          (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)

                          June 24, 1997

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. 655279107

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:

         11,256,930

8.  Shared Voting Power:


9.  Sole Dispositive Power:

         11,256,930

10. Shared Dispositive Power:


11. Aggregate Amount Beneficially Owned by Each Reporting Person

         11,256,930

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)

         9.16%

14. Type of Reporting Person

         CO

The purpose of this Amendment No. 2 to the previously filed
Schedule 13D is to report that the ownership of Kingdon Capital
Management Corporation ("KCMC") in the shares of common stock,
par value $.01 per share (the "Common Stock") of Noise
Cancellation Technologies, Inc. ("NCTI") has decreased from
10.52% to 9.16% of the outstanding shares of Common Stock.

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 is deemed to beneficially
         own 11,256,930 shares of Common Stock.  All 11,256,930
         shares of Common Stock are held by entities and managed
         accounts over which KCMC has investment discretion.  All
         transactions in the shares of Common Stock effected by
         KCMC since the initial filing on Schedule 13D were
         effected in open market transactions.  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 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 deemed to be the
         beneficial owner of 11,256,930 shares of Common Stock.
         Based on information received from NCTI, as of June 24,
         1997 there were 122,857,000 shares of Common Stock
         outstanding.  Therefore, KCMC is deemed to beneficially
         own 9.16% 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


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         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

         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 June 24, 1997 through
         the date of this filing.


    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 5, 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)
____               _______________     ______________________


5/07/97               (37,000)              $0.31
5/09/97               (90,000)               0.30
5/12/97               (31,000)               0.30
5/15/97                (2,000)               0.30
5/19/97               (55,500)               0.27
5/21/97              (208,500)               0.24
5/22/97              (504,000)               0.24
5/30/97               (40,000)               0.24
6/18/97              (116,500)               0.27
6/24/97              (175,000)               0.24


































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