UNITED  STATES
     SECURITIES  AND  EXCHANGE  COMMISSION
     Washington,  D.C.  20549

     SCHEDULE  13D

     Under  the  Securities  Exchange  Act  of  1934
     (Amendment  No.  #_1_)

     NeTegrity,  Inc.
          (Name  of  Issuer)

     Common  Shares,  $.01  par  value
     (Title  of  Class  of  Securities)

     64110P107
     (CUSIP  Number)

     Dawson-Samberg  Capital  Management,  Inc.,  354  Pequot  Ave.
          Southport,  CT    06490    Attn:  Amiel  M.  Peretz  203/254-0091
        (Name,  Address  and  Telephone  Number  of  Person
               Authorized  to  Receive  Notices  and  Communications)

     June  8,  1998
     (Date  of  Event  which  Requires
     Filing  of  this  Statement)

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 reporting 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 such class.)
 (See  Rule  13d-7.)

NOTE:    Six copies of this statement, including all exhibits, should be filed
with  the  Commission.  See Rule 13d-1(a) for other parties to whom copies are
to  be  sent.

*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).

CUSIP  NO.  64110P107                    PAGE  5  OF  4

5


1          Name  of  Reporting  Person DAWSON-SAMBERG CAPITAL MANAGEMENT, INC.

     IRS  Identification  No.  of  Above  Person  06-1033494
2          Check  the  Appropriate  Box  if  a  Member  of  a  Group    (a)

      (b)
3          SEC  USE  ONLY

4          Source  of  Funds  00

5          Check  Box  if  Disclosure  of  Legal  Proceedings  is
     Required  Pursuant  to  Items  2(d)  or  2(e)

6          Citizenship  or  Place  of  Organization  CONNECTICUT

     7          Sole  Voting  Power  3,625,591

 NUMBER  OF
 SHARES
 BENEFICIALLY
 OWNED  BY  EACH
 REPORTING
 PERSON  WITH
     8          Shared  Voting  Power    0

     9          Sole  Dispositive  Power  3,625,591

     10          Shared  Dispositive  Power    0

11      Aggregate Amount Beneficially Owned by Each Reporting Person 3,625,591

12         Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares

13          Percent  of  Class  Represented  by  Amount  in  Row  11  27.8%

14          Type  of  Reporting  Person  IA





ITEM  1.    SECURITY  AND  ISSUER

     This  Statement  relates  to  the  Common  Stock,  $.01  par  value  (the
"Shares"),  of  NeTegrity,  Inc. (the "Company"), a Delaware corporation.  The
Company's principal executive office is located at 245 Winter Street, Waltham,
MA  02154.

ITEM  2.    IDENTITY  AND  BACKGROUND

          This  statement  is being filed on behalf of Dawson-Samberg Capital
Management,  Inc.,  a  Connecticut  corporation (the "Reporting Person").  The
principal  business  of the Reporting Person, an investment adviser registered
under  the Investment Advisers Act of 1940, is to act as investment adviser to
certain  managed accounts.  The executive officers of the Reporting Person are
Messrs.  Jonathan  T. Dawson, Arthur J. Samberg, Daniel C. Benton and Amiel M.
Peretz,  the  directors of the Reporting Person are Messrs. Dawson, Benton and
Samberg  and  Ms.  Sheila Clancy, and the controlling shareholders are Messrs.
Dawson  and  Samberg  (collectively,  the  "Executive  Officers, Directors and
Controlling  Persons").  The  business address of the Reporting Person and the
Executive  Officers,  Directors  and Controlling Persons is 354 Pequot Avenue,
Southport,  CT  06490.

     Neither of the Reporting Person nor the Executive Officers, Directors and
Controlling  Persons  have,  during  the  last five years, been convicted in a
criminal  proceeding  (excluding  traffic violations or similar misdemeanors).

     Neither  of    the Reporting Person nor the Executive Officers, Directors
and  Controlling  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 violation with respect to such
laws.    Each of the Executive Officers, Directors and the Controlling Persons
are  citizens  of  the  United  States.

ITEM  3.    SOURCE  AND  AMOUNT  OF  FUNDS  OR  OTHER  CONSIDERATION

     Under  rule  13d-3(d)  (1) (i) under the Securities Exchange Act of 1934,
the  Reporting Person is deemed to be the beneficial owner of 3,625,591 of the
Company's  Shares.    On  June  8,  1998, the accounts for which the Reporting
Person  exercises  investment  discretion  (the  "Accounts") purchased 375,197
warrants  ("Warrants")  to  purchase the Company's  Shares at $2.00 per share,
expiring  January  7,  2003,  and  833,334  shares  of  the Company's Series D
Convertible  Preferred Shares ("Preferred") which are convertible into 833,334
Shares.    The  Warrants and the Preferred were acquired from the Company in a
private  placement  for  a  total  cost  of  $1,250,001.

     The  funds  for  the  purchase  of  the  Shares held by the Accounts were
obtained  from  the  contributions  of  their  various  partners/shareholders.

ITEM  4.    PURPOSE  OF  TRANSACTION

     The  acquisition  of  the Preferred and the Warrants described herein was
made  in the ordinary course of the Reporting Person's investment activities. 
The  Reporting  Person  reserves the right to purchase additional Shares or to
dispose  of  the  Shares  in  the  open  market  or  in  privately  negotiated
transactions or in any other lawful manner in the future. The Reporting Person
also  has  placed  a  nominee  on  the  Company's  Board  of Directors and the
Reporting  Person  reserves  the right to take whatever additional action with
respect to the Accounts' holdings in the Company as the Reporting Person deems
to  be  in  the  best  interest  of  such  Accounts.




ITEM  5.    INTEREST  IN  SECURITIES  OF  THE  ISSUER

     As  of  the  date  hereof,  the Reporting Person beneficially owns in the
aggregate 3,625,591 Shares.  These Shares represent approximately 27.8% of the
13,023,117  Shares  that the Reporting Person believes would be outstanding if
the  Warrants  and  the  Preferred  were exercised/converted into Shares.  The
Reporting  Person  has  the  sole  power to vote, direct the vote, dispose and
direct  the  disposition  of  all  of  the  Shares.

ITEM  6.    CONTRACTS,  ARRANGEMENTS,  UNDERSTANDINGS  OR  RELATIONSHIPS WITH
RESPECT  TO  SECURITIES  OF  THE  ISSUER

         Pursuant to the Preferred Stock and Warrant Purchase Agreement dated
January  7,  1998  and  as  amended  June  5, 1998 and the Registration Rights
Agreement,  dated  as  of January 7, 1998, the Company has agreed that it will
register  under  the  Act so many of the shares sold pursuant to the Preferred
Stock  and  Warrant  Purchase  Agreement  as  the  holders  of such shares may
request,  so  as  to  enable  the purchasers to sell such shares in the public
securities  markets, by filing a Registration Statement under the Act with the
Commission  upon  the  written  demand  of  a  holder  or holders whose shares
represent  in  excess  of  5% of the Company's outstanding Shares (on an as if
converted  basis).  The  Company  has  also  granted  the  Accounts  piggyback
registration  rights.

     In  addition,  the  Accounts  managed by the Reporting Person have agreed
pursuant  to  the  Preferred  Stock and Warrant Purchase Agreement, subject to
certain  conditions  contained  in  such  Agreement, to purchase an additional
833,333  Shares  of  Series D Convertible Preferred Stock and 375,196 Warrants
for  a  purchase price of $1,249,999.50 at such time as certain conditions are
fulfilled  in  the  sole  discretion  of  the  Reporting  Person.

ITEM  7.    MATERIAL  TO  BE  FILED  AS  EXHIBITS

     None.



     After  a  reasonable  inquiry and to the best of my knowledge and belief,
the  undersigned certifies that the information set forth in this statement is
true,  complete  and  correct.

June  15,  1998


Dawson-Samberg  Capital  Management,  Inc.


By:/s/        Amiel    M.  Peretz
   Amiel  M.  Peretz,  Chief  Operating  Officer