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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: 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)
April 9, 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 [ ].
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. 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:
12,516,430
8. Shared Voting Power:
9. Sole Dispositive Power:
12,516,430
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
12,516,430
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)
10.5%
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 shares of common stock,
par value $.01 per share (the "Common Stock") of Noise
Cancellation Technologies, Inc. ("NCTI") has decreased from 13.2%
to 10.5% of the outstanding shares of Common Stock. In addition,
this Schedule 13D corrects the total number of shares of Common
Stock deemed to be owned by KCMC at July 26, 1996, the date that
the original Schedule 13D was filed. At that date, KCMC was
deemed to be the beneficial owner of 14,403,130 shares of Common
Stock of NCTI, not 14,405,945 shares as was reported on that
Schedule 13D.
Item 1. Security and Issuer
This statement relates to Common Stock of NCTI. NCTI's
principal executive office is located at 1025 West
Nursery Road, Linthicum, Maryland 21090.
Item 2. Identity and Background
This statement is being filed on behalf of 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.
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Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, KCMC is deemed to beneficially
own 12,516,430 shares of Common Stock. All 12,516,430
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.
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
12,516,430 shares of Common Stock. Based on information
received from NCTI, as of April 21, 1997 there were
119,028,933 shares of Common Stock outstanding.
Therefore, KCMC is deemed to beneficially own 10.5% 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 60 days prior to April 9, 1997.
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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.
May 8, 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)
____ _______________ ______________________
3/3/97 (9,400) $0.472
3/4/97 (59,700) 0.458
3/5/97 (80,200) 0.468
3/6/97 (18,900) 0.440
3/7/97 (50,000) 0.512
3/10/97 (30,000) 0.547
3/12/97 (56,700) 0.516
3/14/97 (43,400) 0.526
3/17/97 (24,000) 0.485
3/18/97 (30,000) 0.485
3/19/97 (9,000) 0.485
3/20/97 (19,400) 0.516
3/24/97 (112,800) 0.487
3/25/97 (49,800) 0.469
3/26/97 (126,800) 0.475
3/27/97 (2,100) 0.480
3/31/97 (20,000) 0.438
4/1/97 (28,000) 0.422
4/2/97 (77,300) 0.391
4/3/97 (4,500) 0.390
4/7/97 (159,000) 0.360
4/8/97 (127,500) 0.333
4/9/97 (78,000) 0.330
4/11/97 (187,000) 0.292
4/14/97 (23,200) 0.270
4/15/97 (194,000) 0.302
4/15/97 (40,000) 0.306
4/16/97 (36,000) 0.363
4/17/97 (190,000) 0.363
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