SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*
NEOPATH, INC.
________________
(Name of Issuer)
Common Stock, $0.01 Par Value
_______________________________
(Title of Class of Securities)
640517108
______________
(CUSIP Number)
December 31, 1998
_____________________________________
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 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).
Continued on following page(s)
Page 1 of 10 Pages
<PAGE>
SCHEDULE 13G
CUSIP No. 640517108 Page 2 of 10 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Soros Fund Management LLC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 774,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 774,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
774,000/1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
5.34%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
____________________
/1/ Position as of February 11, 1999.
<PAGE>
SCHEDULE 13G
CUSIP No. 640517108 Page 3 of 10 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
George Soros (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 339,686
Shares
Beneficially 6 Shared Voting Power
Owned By 774,000
Each
Reporting 7 Sole Dispositive Power
Person 339,686
With
8 Shared Dispositive Power
774,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,113,686/1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
7.68%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
_______________________
/1/ Position as of February 11, 1999.
<PAGE>
SCHEDULE 13G
CUSIP No. 640517108 Page 4 of 10 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Stanley F. Druckenmiller (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 71,641
Shares
Beneficially 6 Shared Voting Power
Owned By 774,000
Each
Reporting 7 Sole Dispositive Power
Person 71,641
With
8 Shared Dispositive Power
774,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
845,641/1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
5.83%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
_______________________
/1/ Position as of February 11, 1999.
<PAGE>
SCHEDULE 13G
CUSIP No. 640517108 Page 5 of 10 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Duquesne Capital Management, L.L.C.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
PENNSYLVANIA
5 Sole Voting Power
Number of 60,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 60,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
60,000/1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
.41%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
_______________________
/1/ Position as of February 11, 1999.
<PAGE>
Page 6 of 10 Pages
Item 1(a) Name of Issuer:
NeoPath, Inc. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
8271-154th Avenue NE, Redmond, WA 98052.
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Soros Fund Management LLC, a Delaware limited
liability company ("SFM LLC");
ii) Mr. George Soros ("Mr. Soros");
iii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller");
and
iv) Duquesne Capital Management, L.L.C., a Pennsylvania
limited liability company ("Duquesne LLC").
This Statement relates to Shares (as defined herein) held for
the accounts of Quantum Partners LDC, a Cayman Islands exempted limited duration
company ("Quantum Partners"), the Duquesne LLC Clients (as defined herein), Open
Society Institute, a New York Trust ("OSI") of which Mr. Soros serves as a
trustee, and Druckenmiller Foundation, a New York Trust ("DF") of which Mr.
Druckenmiller serves as a trustee. SFM LLC, a Delaware limited liability
company, serves as principal investment manager to Quantum Partners and as such,
has been granted investment discretion over portfolio investments, including the
Shares, held for the account of Quantum Partners. Mr. Soros is the Chairman of
SFM LLC. Mr. Druckenmiller is the Lead Portfolio Manager and a Member of the
Management Committee of SFM LLC. Mr. Druckenmiller also owns a 75% interest in,
and is the sole managing member of, Duquesne LLC, an investment advisory firm
that serves as a discretionary investment advisor to a limited number of
institutional clients (the "Duquesne LLC Clients").
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of SFM
LLC, Mr. Soros and Mr. Druckenmiller is 888 Seventh Avenue, 33rd Floor, New
York, NY 10106.
The address of the principal business office of Duquesne LLC
is 2579 Washington Road, Suite 322, Pittsburgh, Pennsylvania 15241-2591.
Item 2(c) Citizenship:
i) SFM LLC is a Delaware limited liability company;
ii) Mr. Soros is a United States citizen;
<PAGE>
Page 7 of 10 Pages
iii) Mr. Druckenmiller is a United States citizen; and
iv) Duquesne LLC is a Pennsylvania limited liability
company.
Item 2(d) Title of Class of Securities:
Common Stock, $0.01 par value (the "Shares").
Item 2(e) CUSIP Number:
640517108
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of February 11, 1999 each of the Reporting Persons
may be deemed the beneficial owner of the following
number of Shares:
i) SFM LLC may be deemed to be the beneficial
owner of the 774,000 Shares held for the
account of Quantum Partners.
ii) Mr. Soros may be deemed the beneficial owner
of 1,113,686 Shares. This number consists of
(A) 774,000 Shares held for the account of
Quantum Partners and (B) 339,686 Shares held
for the account of OSI.
iii) Mr. Druckenmiller may be deemed the
beneficial owner of 845,641 Shares. This
number consists of (A) 774,000 Shares held
for the account of Quantum Partners, (B)
60,000 Shares held for the accounts of the
Duquesne LLC Clients and (C) 11,641 Shares
held for the account of DF.
iv) Duquesne LLC may be deemed the beneficial
owner of the 60,000 Shares held for the
accounts of Duquesne LLC Clients.
Item 4(b) Percent of Class:
i) The number of Shares of which SFM LLC may be
deemed to be the beneficial owner
constitutes approximately 5.34% of the total
number of Shares outstanding.
ii) The number of Shares of which Mr. Soros may
be deemed to be the beneficial owner
constitutes approximately 7.68% of the total
number of Shares outstanding.
iii) The number of Shares of which Mr.
Druckenmiller may be deemed to be the
beneficial owner constitutes approximately
5.83% of the total number of Shares
outstanding.
<PAGE>
Page 8 of 10 Pages
iv) The number of Shares of which Duquesne LLC
may be deemed to be the beneficial owner
constitutes approximately .41% of the total
number of Shares outstanding.
Item 4(c) Number of shares as to which such person has:
SFM LLC
-------
(i) Sole power to vote or to direct the vote: 774,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition o 774,000
(iv) Shared power to dispose or to direct the disposition of: 0
Mr. Soros
---------
(i) Sole power to vote or to direct the vote: 339,686
(ii) Shared power to vote or to direct the vote: 774,000
(iii) Sole power to dispose or to direct the disposition of: 339,686
(iv) Shared power to dispose or to direct the disposition of: 774,000
Mr. Druckenmiller
-----------------
(i) Sole power to vote or to direct the vote: 71,641
(ii) Shared power to vote or to direct the vote: 774,000
(iii) Sole power to dispose or to direct the disposition of: 71,641
(iv) Shared power to dispose or to direct the disposition of: 774,000
Duquesne LLC
------------
(i) Sole power to vote or to direct the vote: 60,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 60,000
(iv) Shared power to dispose or to direct the disposition of: 0
<PAGE>
Page 9 of 10 Pages
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
(i) The shareholders of Quantum Partners, including
Quantum Fund N.V., a Netherlands Antilles company have the right to participate
in the receipt of dividends from, or proceeds from the sale of, the Shares, held
by Quantum Partners in accordance with their ownership interests in Quantum
Partners.
(ii) The Duquesne LLC Clients have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares, held for their account.
(iii) OSI has the sole right to participate in the receipt
of dividends from, and proceeds from the sale of, the Shares, held for its
account.
(iv) DF has the sole right to participate in the receipt
of dividends from, and proceeds from the sale of, the Shares, held for its
account.
SFM LLC expressly disclaims beneficial ownership of any Shares
held for the accounts of OSI, DF and the Duquesne LLC Clients. Mr. Soros
expressly disclaims beneficial ownership of any Shares held for the accounts of
DF and the Duquesne LLC Clients. Mr. Druckenmiller expressly disclaims
beneficial ownership of any Shares held for the account of OSI. Duquesne LLC
expressly disclaims beneficial ownership of any Shares held for the accounts of
Quantum Partners, OSI and DF. The inclusion of the Shares held for the account
of OSI herein shall not be deemed an admission that Mr. Soros or any of the
Reporting Persons has or may be deemed to have beneficial ownership of such
Shares.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each signatory certifies that, to the best of
his/its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the Issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
<PAGE>
Page 10 of 10 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: February 12, 1999 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Assistant General Counsel
Date: February 12, 1999 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 12, 1999 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 12, 1999 DUQUESNE CAPITAL MANAGEMENT, L.L.C.
By: /S/ GERALD KERNER
-----------------------------------
Gerald Kerner
Managing Director
