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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: Insite Vision Incorporated
Title of Class of Securities: Common Stock
CUSIP Number: 457660108
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Mr. Peter J. Cobos c/o Kingdon Capital Management, LLC
152 West 57th Street, New York, New York 10019, (212) 333-0100
(Date of Event which Requires Filing of this Statement)
September 29, 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. 9301907
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Kingdon Capital Management LLC
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:
749,000
8. Shared Voting Power:
9. Sole Dispositive Power:
749,000
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
749,000
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)
3.7%
14. Type of Reporting Person
CO
The reason for the filing of this Amendment No. 2 to the
previously filed Schedule 13D is to show that the holdings of
Kingdon Capital Management LLC ("KCMC") in the shares of Common
Stock (the "Common Stock") of Insite Vision Incorporated ("ISV")
decreased below 5% due to the Company's issuance of more shares.
KCMC is currently deemed to be the beneficial owner of 3.7% of
the outstanding shares of Common Stock of ISV, which drops the
ownership percentage below 5%.
Item 1. Security and Issuer
No change
Item 2. Identity and Background
This statement is being filed o behalf of Kingdon
Capital Management, LLC ("KCMC"), a Delaware limited
liability company, M. Kingdon Offshore NV, a Netherlands
Antilles corporation, (the "Offshore Fund"), and Kingdon
Partners, L.P. and Kingdon Associates, L.P., each of
which is a Delaware investment limited partnership (the
"Partnerships," and, together with KCMC and the Offshore
Fund, the "Reporting Persons"). KCMC's principal
business is to act as an investment adviser and it acts
as investment adviser or general partner to the Offshore
Fund and the Partnerships. The principal office of KCMC
and the partnerships is at 152 West 57th Street, New
York, New York 10019. The principal office of the
Offshore Fund is located at c/o Goldman Sachs (Cayman)
Trust, Limited, P.O. Box 896, Harbour Centre, George
Town, Grand Cayman, Cayman Islands.
Mr. Mark Kingdon is the sole Managing Member of KCMC.
None of Mr. Kingdon or the Reporting Persons have,
during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors). None of Mr, Kingdon or the Reporting
Persons have, 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
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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 749,000 shares of ISV Common Stock (including
125,000 shares of Common Stock issuable upon exercise of
warrants expiring on January 24, 2001 which may be
exercised at a price of $3.25 per share (the
"Warrants")). All 749,000 shares of Common Stock
(including 125,000 share issuable upon exercise of the
Warrants) are held by entities and managed accounts over
which KCMC has investment discretion. The shares
purchased since the original filing on Schedule 13D were
purchased in an open-market transaction for a price of
$1,000,000. The funds for the purchase of the Common
Stock and Warrants 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 Common Stock and
Warrants.
Item 4. Purpose of Transactions.
This purpose of this amendment is to disclose our
ownership percentage is less than 5%, as a result of
share issuances by the Issuer.
Item 5. Interest in Securities of Issuer.
As of the date hereof, KCMC is deemed to be the
beneficial owner of 749,000 shares of ISV Common Stock
(including 125,000 shares issuable upon exercise of the
Warrants). Based on a 10-Q filed by ISV in September,
1999, KCMC believes there to be 20,275,870 shares of ISV
Common Stock outstanding. Therefore, KCMC is deemed to
beneficially own 3.7% 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
No change.
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Item 7. Material to be Filed as Exhibits.
N/A
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: January 11, 2000
Kingdon Capital Management, LLC
By: /s/ Peter J. Cobos
__________________________
Chief Financial Officer
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48400.002AP4
