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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.: 1
Name of Issuer: Neozyme II Corporation
Title of Class of Securities: Common Stock
CUSIP Number: G 642 OH 112
(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)
November 6, 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 box 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. G 642 OH 112
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
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13. Percent of Class Represented by Amount in Row (11)
0%
14. Type of Reporting Person
CO
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The reason for the filing of this Amendment No. 1 to the
previously filed Schedule 13D is to show that the
holdings of Kingdon Capital Management Corporation
("KCMC") in the shares of Common Stock (the "Common
Stock") in Neozyme II Corporation ("NEOZ") have
decreased from 13.46% to 0%.
Item 1. Security and Issuer
This statement relates to the Common Stock of NEOZ.
NEOZ's principal executive office is located at Todman
Bldg., Main St., Roadtown, Tortola, British Virgin
Islands.
Item 2. Identity and Background
This statement is being filed on behalf of KCMC, a
Delaware corporation. KCMC's principal business is to
act as an investment adviser; its principal office is at
152 West 57th Street, New York, New York 10019.
Mr. Mark Kingdon is the sole shareholder, director and
executive officer of KCMC. Mr. Kingdon has not, during
the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors). Mr. Kingdon has not, 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 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 0 shares of Common Stock.
Item 4. Purpose of Transactions.
The shares of Common Stock were acquired by KCMC for
investment purposes.
KCMC has no plan or proposal which relates to, or would
result in, any of the actions enumerated in Item 4 of
the instructions to Schedule 13D.
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Item 5. Interest in Securities of Issuer.
As of the date hereof, KCMC is deemed to be the
beneficial owner of 0 shares of Common Stock of NEOZ.
Based on the most recent information from NEOZ, we
believe there to be 2,410,000 shares of Common Stock in
NEOZ outstanding. 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 Common Stock of NEOZ on
November 6, 1996.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
KCMC has no contract, arrangement, understanding or
relationship with any person with respect to the Common
Stock.
Item 7. Material to be Filed as Exhibits.
Attached hereto as Exhibit A is a description of the
transactions in the Common Stock in NEOZ that have been
effected by KCMC since 60 days prior to November 6,
1996.
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.
November 18, 1996
Kingdon Capital Management Corporation
By: /s/ Peter J. Cobos
__________________________
Peter J. Cobos, Controller
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EXHIBIT A
SCHEDULE OF TRANSACTIONS
Price Per Share
Date Shares Sold (Not Including Commission)
____ _______________ _________________________
11/6/96 325,000 $45.00
48400002.AE9
