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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: Micrografx Inc.
Title of Class of Securities: Common Stock, $.01 par value
CUSIP Number: 595077108
(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 5, 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. 595077108
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:
700,000
8. Shared Voting Power:
9. Sole Dispositive Power:
700,000
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
700,000
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)
6.68%
14. Type of Reporting Person
CO
Item 1. Security and Issuer.
This statement relates to shares of common stock, par
value $.01 per share (the "Common Stock") of Micrografx
Inc. ("MGXI"). MGXI's principal executive office is
located at 1303 East Arapaho Rd., Richardson, TX 75081.
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 is deemed to beneficially
own 700,000 shares of Common Stock. All 700,000 shares
of Common Stock are held by entities and managed
accounts over which KCMC has investment discretion. The
700,000 shares of the Common Stock were purchased in
open market transactions at an aggregate cost of
$5,317,317.03. 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
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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 deemed to be 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 deemed to be the
beneficial owner of 700,000 shares of Common Stock.
Based on MGXI's Form 10-K filed on September 18, 1997,
as of August 31, 1997 there were 10,473,137 shares of
Common Stock outstanding. Therefore, KCMC is deemed to
beneficially own 6.68% 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. The purpose of this filing is to
show that KCMC has become the beneficial owner of more
than 5% of MGXI's common shares outstanding.
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 since 60 days prior to August 5, 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.
Date
October 24, 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)
____ _______________ ______________________
07/14/97 30,100 $7.04
07/15/97 50,000 7.49
07/16/97 15,000 7.33
07/16/97 20,100 7.45
07/17/97 25,000 7.37
07/17/97 10,000 7.36
07/18/97 24,000 7.10
07/21/97 40,800 7.13
07/22/97 10,000 6.73
07/25/97 18,000 6.96
07/25/97 25,900 7.64
07/28/97 50,000 7.92
07/28/97 ( 5,000) 7.96
07/29/97 11,500 7.50
07/29/97 43,000 7.68
07/30/97 57,000 7.75
08/01/97 54,000 7.73
08/01/97 20,600 7.56
08/04/97 15,000 7.46
08/05/97 19,100 7.41
08/05/97 5,000 7.48
08/19/97 900 7.16
08/20/97 1,000 7.69
10/03/97 24,800 7.28
10/06/97 29,800 7.58
10/07/97 50,000 8.57
10/07/97 2,000 8.60
10/07/97 (1,000) 8.08
10/07/97 2,400 8.73
10/08/97 1,000 8.41
10/14/97 10,000 8.00
10/16/97 10,000 7.94
10/17/97 2,000 7.23
10/20/97 5,500 7.49
10/21/97 20,000 8
10/22/97 2,500 7.91
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