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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: Magainin Pharmaceuticals, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 559 036 108
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Norman S. Schleifer, c/o Oracle Partners, L.P.,
712 Fifth Avenue, 45th Floor, NY, NY 10019; (212) 373-9200
(Date of Event which Requires Filing of this Statement)
April 24, 1996
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 [ ].
Check the following line if a fee is being paid with this
statement . (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
class. See Rule 13d-7).
*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. 559 036 108
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Larry N. Feinberg
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Source of Funds
WC
5. Check box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
1,134,900
8. Shared Voting Power:
9. Sole Dispositive Power:
1,134,900
10. Shared Dispositive Power:
39,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,173,900
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)
6.88%
14. Type of Reporting Person
IN
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This Amendment No. 2 to a Statement on Schedule 13D is being
filed by Larry N. Feinberg in order to amend the Statement on
Schedule 13D filed by Mr. Feinberg with respect to the
outstanding shares of common stock of Magainin Pharmaceuticals,
Inc. dated April 18, 1995, as amended by Amendment No. 1.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change, except that the business address of Mr.
Feinberg is 712 Fifth Avenue, 45th Floor, New York, New
York 10019.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, Mr. Feinberg may be deemed to
beneficially own 1,173,900 shares of Common Stock.
These shares are held by the Partnership and managed
accounts over which Mr. Feinberg has investment
discretion. The funds used for the purchase of the
Common Stock held in the managed accounts over which Mr.
Feinberg has investment discretion came from each
managed account's own funds. The funds used for the
purchase of the Common Stock held by the Partnership
came from capital contributions to the Partnership by
its general and limited partners and other working
capital funds of the Partnership. No borrowed funds
were used to purchase any of the 1,173,900 shares of
Common Stock, other than any borrowed funds used for
working capital purposes in the ordinary course of
business.
Item 4. Purpose of Transaction
The 1,173,900 shares of Common Stock were acquired for
investment purposes. Mr. Feinberg and the other general
partner of the Partnership have concerns about the lack
of strategic direction of Magainin as compared to other
similarly situated biopharmaceutical companies. The
Chairman of the Board of Magainin and certain other
directors of Magainin have been advised of these
concerns. These concerns also have been discussed with
a limited number of other holders of the Common Stock.
A meeting among the general partners of the Partnership,
certain other shareholders of Magainin, the Chairman of
the Board of Magainin and another director of Magainin
is scheduled to be held on April 24, 1996 for the
purpose of discussing these concerns.
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Mr. Feinberg and the other general partner of the
Partnership have no current plans or proposals which
relate to or would result in any of the events described
in Items (a) through (j) of the instructions to Item 4
of Schedule 13D. However, the general partners of the
Partnership reserve the right to discuss company
business with management, make proposals to management
and/or take other actions to influence the management of
Magainin should it deem such actions appropriate.
Item 5. Interest in Securities of the Issuer
Based on Magainin's definitive proxy statement dated
April 8, 1996, there are believed to be 17,069,184
shares of Common Stock outstanding. Therefore, Mr.
Feinberg may be deemed to beneficially own an aggregate
of approximately 6.88% of the outstanding shares of
Common Stock. Mr. Feinberg has the sole power to vote,
direct the vote, dispose of or direct the disposition of
1,134,900 shares of the Common Stock, and has shared
power to dispose of or direct the disposition of 39,000
shares of the Common Stock.
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
Mr. Feinberg during the past 60 days.
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Signature
The undersigned, after reasonable inquiry and to the best
of his knowledge and belief, certifies that the information set
forth in this statement is true, complete and correct.
April 24, 1995
/s/ Larry N. Feinberg
Larry N. Feinberg
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EXHIBIT A
Purchase Transactions
Number of Shares
Trade Date of Common Stock Price Per Share
3/29/96 30,000 $10.47
3/01/96 28,000 $13.00
00751001.AK4
