OMB APPROVAL
OMB NUMBER: 3235-0287
EXPIRES: SEPTEMBER 30, 1998
ESTIMATE AVERAGE BURDEN
HOURS PER RESPONSE 0.5
FORM 4
CHECK THIS BOX IF NO LONGER
SUBJECT TO SECTION 16. FORM 4
OR FORM 5 OBLIGATIONS MAY
CONTINUE. SEE INSTRUCTION 1(B)
CHECK THIS BOX IF NO LONGER
SUBJECT TO SECTION 16. FORM 4
OR FORM 5 OBLIGATIONS MAY
CONTINUE. SEE INSTRUCTION 1(B)
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment
Company Act of 1940
(Print or Type Responses)
1. Name and Address of Reporting Person*
PEQUOT CAPITAL MANAGEMENT, INC.
500 NYALA FARM ROAD
WESTPORT, CT 06880
2. Issuer Name AND Ticker or Trading Symbol
NETEGRITY, INC.
NETE
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year
2/99
5 If Amendment, Date of Original
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
( ) DIRECTOR ( )10% OWNER
( ) OFFICER (GIVE TITLE BELOW) (X) OTHER (SPECIFY BELOW)(1)
7. Individual or Joint/Group Filing (Check Applicable Line)
(X) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
TABLE I - NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY
OWNED
1. Title of Security (Instr. 3)
COMMON STOCK, $.01 PAR VALUE
2. Transaction Date (Month/Day/Year)
2/9/99
3. Transaction Code (Instr. 8)
Code P
4. Securities Acquired (A) or Disposed of (D)(Instr. 3, 4 and 5)
Amount: 86,956 (2)
(A)
Price: $5.75
5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4)
86,956 (2)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
(I)
7. Nature of Indirect Beneficial Ownership (Instr. 4)
INVESTMENT ADVISER
Explanation of Responses:
(1) THE REPORTING PERSON IS AN INVESTMENT ADVISER REGISTERED UNDER SECTION
203 OF THE INVESTMENT ADVISERS ACT OF 1940 AND HAS VOTING POWER AND INVESTMENT
POWER WITH RESPECT TO SECURITIES IN ITS CLIENTS' ACCOUNTS. THE REPORTING
PERSON DISCLAIMS ANY OBLIGATION TO FILE THIS REPORT, AND THIS REPORT SHALL NOT
BE DEEMED AN ADMISSION THAT THE REPORTING PERSON IS SUBJECT TO SECTION 16 WITH
RESPECT EITHER TO THE ISSUER OR SUCH SECURITIES.
(2) THE REPORTING PERSON DISCLAIMS BENEFICIAL OWNERSHIP OF THESE SECURITIES,
AND THIS REPORT SHALL NOT BE DEEMED AN ADMISSION THAT THE REPORTING PERSON IS
THE BENEFICIAL OWNER OF SUCH SECURITIES FOR PURPOSES OF RULE 16A-1(A)(1) OR
(A)(2) OR FOR ANY OTHER PURPOSE.
/s/ David J. Malat 3/10/99
**Signature of Reporting Person Date
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations.
See 18 U.S.C. 1001 and 15. U.S.C. 78ff(a).
Potential persons who are to respond to the collection of information
contained in this form are not
required to respond unless the form displays a currently valid OMB Number.
