<PAGE>
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: Vion Pharmaceuticals, Inc.
Title of Class of Securities: Common Stock, $.01 par value
CUSIP Number: 927624106
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Mr. Peter J. Cobos c/o Kingdon Capital Management, LLC
152 West 57th Street, New York, New York 10019, (212) 333-0100
(Date of Event which Requires Filing of this Statement)
October 15, 1997
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).
<PAGE>
CUSIP No. C573105
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Kingdon Capital Management LLC
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:
655,859 shares (comprised of shares of Class A
Convertible Preferred Stock convertible into 655,859
shares of common stock)
8. Shared Voting Power:
9. Sole Dispositive Power:
655,859 shares (comprised of shares of Class A
Convertible Preferred Stock convertible into 655,859
shares of common stock)
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
655,859 shares (comprised of shares of Class A
Convertible Preferred Stock convertible into 655,859
shares of common stock)
-2-
<PAGE>
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
13. Percent of Class Represented by Amount in Row (11)
3.6%
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, LLC ("KCMC"), a Delaware limited
liability company, M. Kingdon Offshore NV, a Netherlands
Antilles corporation (the "Offshore Fund"), and Kingdon
Partners, L.P. and Kingdon Associates, L.P., each of
which is a Delaware investment limited partnership (the
"Partnerships," and, together with KCMC and the Offshore
Fund, the "Reporting Persons"). KCMC's principal
business is to act as an investment adviser and it acts
as investment adviser or general partner to the Offshore
Fund and the Partnerships. The principal office of KCMC
and the Partnerships is at 152 West 57th Street, New
York, new York 10019. The principal office of the
Offshore Fund is located at c/o Goldman Sachs (Cayman)
Trust, Limited, P.O. Box 896, Harbour Centre, George
Town, Grand Cayman, Cayman Islands.
Mr. Mark Kingdon is the sole Managing Member of KCMC.
None of Mr. Kingdon or the Reporting Persons have,
during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors). None of Mr. Kingdon or the Reporting
Persons have, 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.
-3-
<PAGE>
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 655,860 shares of Common Stock by reason of owning
236,110 shares of Class A Convertible Preferred Stock
(the "Preferred Stock"). All 236,110 shares of
Preferred Stock are held by entities and managed
accounts over which KCMC has investment discretion. The
236,110 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 purpose of this amendment is to disclose our
ownership percentage is less than 5%, as a result of
share issuances by the Issuer.
Item 5. Interest in Securities of Issuer.
As of the date hereof, KCMC is deemed to be the
beneficial owner of 655,860 shares of Common Stock on
the basis of its ownership of 236,110 shares of
Preferred Stock convertible into 655,850 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 655,860 shares of Common Stock.
Based on Vion's information received from the Company,
there were 18,227,326 shares of Common Stock
outstanding. Therefore, KCMC is deemed to beneficially
own 3.6% 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.
-4-
<PAGE>
Item 7. Material to be Filed as Exhibits.
N/A
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.
Date: January 11, 2000
Kingdon Capital Management LLC
By: /s/ Peter J. Cobos
__________________________
Chief Financial Officer
48400002.AP1
