<PAGE>
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: 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)
March 19, 1998
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).
<PAGE>
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:
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
2
<PAGE>
13. Percent of Class Represented by Amount in Row (11)
0%
14. Type of Reporting Person
CO
The purpose of this Amendment #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 of Micrografx ("MGXI") has decreased from
6.68% to 0% 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 zero shares of Common Stock. 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 zero shares of Common Stock.
Therefore, KCMC is deemed to beneficially own 0% of the
outstanding shares of Common Stock. KCMC ceased to be
the beneficial owner of more than 5% of the outstanding
shares of Common Stock of MGXI on March 19, 1998.
3
<PAGE>
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 since 60 days prior to March 19, 1998 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.
Date
March 31, 1998
Kingdon Capital Management Corporation
By: /s/ Peter J. Cobos
__________________________
Peter J. Cobos, Controller
4
<PAGE>
EXHIBIT A
SCHEDULE OF TRANSACTIONS
Date Shares Purchased Price Per Share
or (Sold) (Not Including Commission)
____ _______________ ______________________
1/28/98 2,000 $ 9.48
3/18/98 5,000 11.18
3/18/98 2,000 11.31
3/18/98 (136,000) 11.38
3/19/98 2,000 11.50
3/19/98 (202,000) 11.37
5
48400002.AL9
