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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: Stillwater Mining Company
Title of Class of Securities: Common Stock
CUSIP Number: 86 074 Q 102
(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 1, 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. 86 074 Q 102
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:
865,870
8. Shared Voting Power:
9. Sole Dispositive Power:
865,870
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
865,870
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)
4.30%
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 Stillwater Mining Company ("PGMS") have
decreased from 8.6% to 4.30%.
Item 1. Security and Issuer
This statement relates to the Common Stock of PGMS.
PGMS's principal executive office is located at HC 54,
Box 365, Nye, Montana 59061.
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 865,870 shares of Common Stock. All 865,870 shares
of PGMS' Common Stock are held by entities or managed
accounts over which KCMC has investment discretion. All
transactions in the shares of Common Stock of PGMS
reported on Exhibit A hereto were open market
transactions. The funds for the purchase of the shares
of Common Stock of PGMS held in the entities or managed
accounts over which KCMC has investment discretion have
come from each entity or account's own funds. No
leverage was used to purchase the shares of Common
Stock.
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Item 4. Purpose of Transactions.
The shares of Common Stock of PGMS deemed to be
beneficially owned by KCMC were acquired for, and are
being held 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.
Item 5. Interest in Securities of Issuer.
As of the date hereof, KCMC is deemed to be the
beneficial owner of 865,870 shares of Common Stock in
PGMS. Based on the most recent information from PGMS,
we believe there to be 20,126,902 shares of Common Stock
in PGMS outstanding. Therefore, KCMC is deemed to
beneficially own 4.30% of the outstanding shares of
Common Stock in PGMS. KCMC has the sole power to vote,
direct the vote, dispose of or direct the disposition of
all the shares of Common Stock in PGMS that it is
currently deemed to beneficially own. KCMC ceased to be
the beneficial owner of more than 5% of the outstanding
Common Stock of PGMS on November 19, 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 in PGMS.
Item 7. Material to be Filed as Exhibits.
Attached hereto as Exhibit A is a description of the
transactions in the Common Stock in PGMS that have been
effected by KCMC since 60 days prior to November 1,
1996.
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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 22, 1996
Kingdon Capital Management Corporation
By: /s/ Peter J. Cobos
__________________________
Peter J. Cobos, Controller
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EXHIBIT A
SCHEDULE OF TRANSACTIONS
SHARES PURCHASED PRICE PER SHARE
DATE OR (SOLD) (NOT INCLUDING COMMISSION)
9/6/96 (20,600)* $23.20
9/9/96 (3,000)* 23.44
9/12/96 (227,900)* 19.87
9/12/96 (500)* 22.25
9/16/96 (5,400)* 20.69
9/16/96 50,000 21.12
9/16/96 (50,000)** 21.12
10/2/96 (21,000)* 18.35
10/3/96 5,000 19.06
10/3/96 (65,000) 19.00
10/3/96 (200) 19.13
10/4/96 (25,000)* 19.00
10/7/96 500 18.68
10/8/96 (12,800)* 18.47
10/8/96 (5,000)* 18.87
10/8/96 (15,000)* 18.75
10/8/96 (25,000)* 18.45
10/8/96 3,000 18.43
_________________
* These transactions relate to short sales that do not affect
the beneficial ownership of shares of the Common Stock of
PGMS.
** These transactions were swap transactions that do not affect
the beneficial ownership of shares of the Common Stock of
PGMS.
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SHARES PURCHASED PRICE PER SHARE
DATE OR (SOLD) (NOT INCLUDING COMMISSION)
10/9/96 (27,000)* $18.22
10/9/96 (15,000)* 18.37
10/9/96 200 18.31
10/10/96 (10,000)* 18.31
10/10/96 (7,800)* 18.34
10/11/96 (6,000)* 18.37
10/11/96 (2,900)* 18.50
10/14/96 (7,500)* 18.62
10/14/96 (10,800)* 18.50
10/15/96 (50,000)* 18.69
10/16/96 (9,400)* 18.84
10/16/96 (8,300)* 18.98
10/18/96 (3,400)* 18.88
10/18/96 (900)* 19.11
10/29/96 (20,000)* 18.37
10/29/96 (20,000)* 18.50
10/29/96 (13,500)* 18.48
10/29/96 (18,800)* 18.40
10/30/96 (10,000)* 18.00
10/30/96 (7,300)* 18.33
10/30/96 1,000 18.16
_________________
* These transactions relate to short sales that do not affect
the beneficial ownership of shares of the Common Stock of
PGMS.
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SHARES PURCHASED PRICE PER SHARE
DATE OR (SOLD) (NOT INCLUDING COMMISSION)
10/31/96 (200,000) 17.00
10/31/96 100,000* 17.06
10/31/96 (72,400) 17.11
10/31/96 110,000** 17.12
10/31/96 (100,000)* 17.05
10/31/96 (37,600)* 17.11
11/1/96 (225,000) 15.54
11/1/96 100* 16.66
11/4/96 (20,000) 16.41
11/4/96 (3,400) 16.47
11/5/96 (16,900)* 16.40
11/5/96 (5,000) 16.50
11/5/96 5,700* 16.20
11/6/96 (91,700) 16.07
11/6/96 100,000 16.28
11/6/96 (100,000)** 16.25
11/7/96 (7,500) 16.37
11/8/96 (1,200) 16.51
11/11/96 (19,800) 16.68
_________________
* These transactions relate to short sales that do not affect
the beneficial ownership of shares of the Common Stock of
PGMS.
** These transactions were swap transactions that do not affect
the beneficial ownership of shares of the Common Stock of
PGMS.
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SHARES PURCHASED PRICE PER SHARE
DATE OR (SOLD) (NOT INCLUDING COMMISSION)
11/12/96 (4,000) 16.75
11/12/96 (1,500) 16.81
11/13/96 (32,700) 17.75
11/13/96 5,400* 18.42
11/14/96 (80,000) 17.87
11/14/96 (25,000) 17.73
11/14/96 (13,100)* 17.89
11/14/96 (136,000)* 18.08
11/14/96 136,000* 18.10
11/14/96 1,500* 18.00
11/14/96 4,400* 17.94
11/15/96 (5,000) 18.00
11/15/96 (1,275) 17.47
11/15/96 (425)* 17.47
11/15/96 100,000* 17.87
11/15/96 (100,000) 17.87
11/18/96 (6,800) 17.50
11/18/96 (400) 17.40
11/18/96 (1,000) 17.44
11/18/96 3,900* 17.46
11/19/96 (120,000) 17.12
_________________
* These transactions relate to short sales that do not affect
the beneficial ownership of shares of the Common Stock of
PGMS.
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SHARES PURCHASED PRICE PER SHARE
DATE OR (SOLD) (NOT INCLUDING COMMISSION)
11/19/96 (9,000) 17.22
11/19/96 14,900* 17.28
11/19/96 100,000** 17.31
11/20/96 100* 17.29
_________________
* These transactions relate to short sales that do not affect
the beneficial ownership of shares of the Common Stock of
PGMS.
** These transactions were swap transactions that do not affect
the beneficial ownership of shares of the Common Stock of
PGMS.
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48400002.AF1
