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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.: *
Name of Issuer: Vion Pharmaceuticals, Inc.
Title of Class of Securities: Common Stock, $.01 par value
CUSIP Number: 9302947
(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)
May 17, 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 [X]. (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. C573105
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:
555,558 shares (comprised of shares of Class A
Convertible Preferred Stock convertible into 555,558
shares of common stock)
8. Shared Voting Power:
9. Sole Dispositive Power:
555,558 shares (comprised of shares of Class A
Convertible Preferred Stock convertible into 555,558
shares of common stock)
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
555,558 shares (comprised of shares of Class A
Convertible Preferred Stock convertible into 555,558
shares of common stock)
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12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
13. Percent of Class Represented by Amount in Row (11)
6.85%
14. Type of Reporting Person
CO
Item 1. Security and Issuer
This statement relates to shares of common stock, $.01
par value (the "Common Stock") of Vion Pharmaceuticals,
Inc. ("Vion"). Vion's principal executive office is
located at 4 Science Park, New Haven, Connecticut 06511.
Item 2. Identity and Background
This statement is being filed on behalf of Kingdon
Capital Management Corporation ("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 555,558 shares of Common Stock by reason of owning
200,000 shares of Class A Convertible Preferred Stock
(the "Preferred Stock"). All 200,000 shares of
Preferred Stock are held by entities and managed
accounts over which KCMC has investment discretion. The
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200,000 shares of the Preferred Stock were purchased in
a privately negotiated transaction at an aggregate cost
of $2,000,000. The funds for the purchase of the
Preferred Stock held in the entities and managed
accounts over which KCMC has investment discretion have
come from each entity's or account's own funds. No
leverage was used to purchase any shares.
Item 4. Purpose of Transactions.
The shares of Preferred Stock 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 555,558 shares of Common Stock on
the basis of its ownership of 200,000 shares of
Preferred Stock convertible into 555,558 shares of
Common Stock (a conversion ratio of 2.777777 shares of
Common Stock for each full share of Preferred Stock).
Assuming immediate conversion of the Preferred Stock,
KCMC is deemed to own 555,558 shares of Common Stock.
Based on Vion's filing on Schedule 10Q on August 13,
1996, as of June 30, 1996, there were 7,554,206 shares
of Common Stock outstanding. Therefore, KCMC is deemed
to beneficially own 6.85% of the outstanding shares of
Common Stock. KCMC will have the sole power to vote,
direct the vote, dispose of or direct the disposition of
all the shares of Common Stock that it is currently
deemed to beneficially own.
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 that have been effected
by KCMC since 60 days prior to May 17, 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.
September 12, 1996
Kingdon Capital Management Corporation
By: /s/ Peter J. Cobos
__________________________
Peter J. Cobos, Controller
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EXHIBIT A
SCHEDULE OF TRANSACTIONS
Shares of Class A
Preferred
Convertible Stock Price Per Share
Date Purchased (Not Including Commission)
____ _______________ _________________________
5/17/96 200,000 $10.00
48400002.AE6
